ULTRA CLEAN HOLDINGS INC (Form: 8-K, Received: 02/06/2015 16:53:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 2, 2015

ULTRA CLEAN HOLDINGS, INC.

(Exact Name of Registrant

as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50646 (Commission File Number)		61-1430858 (IRS Employer Identification No.)

26462 CORPORATE AVENUE, HAYWARD, CA (Address of Principal Executive Offices)		94545 (Zip Code)


Registrant’s telephone number, including area code: (510) 576-4400
n/a (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement.

Acquisition of Marchi Thermal Systems, Inc.

On February 5, 2015, Ultra Clean Holdings, Inc. (“Ultra Clean”), Drake Acquisition Subsidiary, Inc., a wholly-owned subsidiary of Ultra Clean (“Acquisition Subsidiary”), and Marchi Thermal Systems, Inc. (“Marchi”) entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Ultra Clean agreed to purchase substantially all of the assets comprising Marchi’s business, and assumed certain liabilities (the “Acquisition”). The Acquisition closed on February 5, 2015. Pursuant to the Purchase Agreement, Ultra Clean (i) paid $30.0 million in cash (the “Cash Consideration”), subject to certain adjustments as provided in the Purchase Agreement, and (ii) issued 1,437,500 shares of Ultra Clean’s common stock (the “Stock Consideration” and together with the Cash Consideration, the “Purchase Price”).

Approximately $250,000 of the Cash Consideration was withheld for post-closing adjustments to the Purchase Price and as security for Marchi’s indemnification obligations during the holdback period.

Further, pursuant to the Purchase Agreement, Ultra Clean agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a shelf registration statement covering Marchi’s resale of the shares of Stock Consideration (the “Shelf Registration”), as soon as reasonably practicable, and in any event within 15 days of the closing of the Acquisition. Ultra Clean is required to use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act of 1933, as amended (the “1933 Act”) as soon as practicable after the closing of the Acquisition. Ultra Clean is also required to use its reasonable commercial efforts to keep the registration statement continuously effective until the earlier of (i) such date as all of the Stock Consideration has been resold or (ii) such date as all of the shares of Stock Consideration may be resold without registration under the 1933 Act pursuant to Rule 144(b)(1) of the 1933 Act (or any successor or similar rule then in force).

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed herewith as Exhibit 2.1, which is incorporated herein by reference.

The Purchase Agreement has been included to provide stockholders with information regarding its terms. It is not intended to provide any other factual information about the parties to the Purchase Agreement. The Purchase Agreement contains representations and warranties that the parties to the Purchase Agreement made to and solely for the benefit of each other. The assertions embodied in the parties’ representations and warranties are qualified by information contained in a confidential disclosure schedule that the parties provided each other in connection with the Purchase Agreement. Accordingly, Ultra Clean stockholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Purchase Agreement and are modified in important part by the disclosure schedule. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be reflected in Ultra Clean’s public disclosures.

Credit Agreement

On February 2, 2015, Ultra Clean entered into a credit agreement (the “Credit Agreement”) by and among Ultra Clean, East West Bank, City National Bank and the several lenders from time to time party thereto (collectively, the “Lenders”). The following description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Credit Agreement provides for a term loan in an aggregate principal amount of $40.0 million (the “Term Loan”) and a revolving credit facility in an aggregate principal amount of $40.0 million (the “Revolving Credit Facility”), a letter of credit facility in the aggregate available amount of $20.0 million (as a sublimit of such Revolving Credit Facility) (the “L/C Facility”) and a swing-line sub-facility in the aggregate availability amount of $5.0 million (as a sublimit of the Revolving Credit Facility) (together with the Term Loan, the Revolving Credit Facility and the L/C Facility, the “Senior Secured Credit Facility”). The Revolving Credit Facility is available for the four-year period beginning on February 2, 2015. Ultra Clean may request an increase to the Term Loan or the Revolving Credit Facility in an aggregate amount of up to $20.0 million, provided certain conditions are met.

On February 2, 2015, Ultra Clean borrowed a total of $40.0 million under the Term Loan and a total of $6,454,675.75 under the Revolving Credit Facility. The borrowed funds were used to repay amounts outstanding under the Prior Facility (as defined below) as further described under Item 1.02 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 1.01. On February 5, 2015, Ultra Clean additionally borrowed a total of $29,734,197.86 under the Revolving Credit Facility to finance the Cash Consideration for the Acquisition.

The Term Loan must be repaid in sixteen equal consecutive quarterly installments on the last business day of each calendar quarter, beginning on March 31, 2015. To the extent not previously paid, all then outstanding Term Loans and amounts outstanding under the Revolving Credit Facility are due and payable on the maturity date of the Credit Agreement, which is four years from February 2, 2015.

The Credit Agreement includes customary representations, warranties, covenants and events of default.

Interest

At the option of Ultra Clean, borrowings under the Term Loan and Revolving Credit Facility (subject to certain limitations) bear interest at either a base rate (as defined in the Credit Agreement) or at the London Interbank Offered Rate (“LIBOR”) (with the LIBOR being adjusted for certain Eurocurrency reserve requirements, if any, as described in the Credit Agreement), plus, in each case, an applicable margin ranging from -0.75% to 2.75% based on Ultra Clean’s consolidated leverage ratio. All loans described above made on February 2, 2015 and February 5, 2015 were initially base rate loans.

Guarantors and Collateral

Ultra Clean has agreed to secure all of its respective obligations under the Credit Agreement by granting a first priority lien in substantially all of its assets (subject to certain exceptions and limitations), and each of Ultra Clean Technology Systems and Service, Inc. (“UCTSS”), American Integration Technologies LLC (“American Integration”), UCT Sieger Engineering LLC (“Sieger”), Integrated Flow Systems LLC (“IFS”) and Acquisition Subsidiary (together with UCTSS, American Integration, Sieger and IFS, the “Loan Parties” or “Guarantors”) has agreed to guarantee the obligations of Ultra Clean by granting a first priority lien in substantially all of such Guarantor’s personal property assets (subject to certain exceptions and limitations), all pursuant to the terms of the Guarantee and Collateral Agreement, which is filed as exhibit 10.2 and is incorporated by reference herein.

Covenants

The Credit Agreement requires Ultra Clean to maintain a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as of the beginning of the first fiscal quarter of fiscal 2015. The Credit Agreement requires Ultra Clean to maintain a consolidated leverage ratio (as defined in the Credit Agreement) no greater than 3.50 to 1.00 as of the beginning of the first fiscal quarter of fiscal 2015.

The Credit Agreement also includes other covenants, including negative covenants that, subject to certain exceptions, limit Ultra Clean’s and its subsidiaries’ ability to, among other things: (i) incur additional debt, including guarantees; (ii) create liens upon any of their property; (iii) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve, or dispose of all or substantially all of their property or business; (iv) dispose of assets; (v) pay subordinated debt; (vi) make certain investments; (vii) incur material liabilities with respect to pension plans or the Employee Retirement Income Security Act of 1974; (viii) enter into swap agreements; (ix) engage in transactions with affiliates; (x) enter into sale and leaseback transactions; (xi) engage in new lines of business; (xii) modify certain material contractual obligations, organizational documents, accounting policies or fiscal year; or (xiii) create or permit restrictions on the ability of any subsidiary of any Loan Party to pay dividends or make distributions to Ultra Clean or any of its subsidiaries.

Mandatory Prepayments

The Credit Agreement also contains provisions requiring the following mandatory prepayments (subject to certain exceptions and limitations): (i) annual prepayments in an amount equal to (a) 33% of excess cash flow (as defined in the Credit Agreement) if the aggregate outstanding principal amount of the Term Loan equals or exceeds $20.0 million and (b) 25% of excess cash flow if the aggregate outstanding principal amount of the Term Loan equals or exceeds $10.0 million but is less than $20.0 million.

The foregoing description is qualified in its entirety by reference to the full text of Exhibits 10.1 and 10.2 hereto.

This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

Item 1.02

Termination of a Material Definitive Agreement.

On February 2, 2015, using proceeds of the Term Loan and the Revolving Credit Facility, Ultra Clean repaid in full all of its and its subsidiaries’ indebtedness and other obligations, totaling $46,454,675.75, under that certain Loan and Security Agreement (the “Loan and Security Agreement”), dated as of July 3, 2012, among Ultra Clean, UCTSS, Ultra Clean Asia Pacific Pte. Ltd. (“UCAP”), American Integration, Silicon Valley Bank, U.S. Bank National Association and the other several lenders party thereto from time to time (collectively, the “Prior Lenders” and the loan documents referenced therein, including the Guarantee and Collateral Agreement (the “Guarantee”) in favor of Silicon Valley Bank, dated as of July 3, 2012, (collectively, the “Prior Facility”). Concurrently with the repayment, all security interests and liens held by the Prior Lenders and securing the Prior Facility were terminated and released (other than certain indemnification provisions of the Prior Facility that survived termination pursuant to their terms), and the Prior Facility was terminated. UCTSS, UCAP and American Integration are subsidiaries of Ultra Clean. Fees incurred by Ultra Clean and its subsidiaries in connection with the termination of the Prior Facility were de minimis .

The Prior Facility was described in the Current Report on Form 8-K filed by Ultra Clean on July 10, 2012, and the full text of the Loan and Security Agreement and the Guarantee were filed as exhibits 10.1 and 10.2 thereto. Such exhibits and description are incorporated by reference herein.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The shares of Stock Consideration issued pursuant to the Purchase Agreement were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. No general solicitation was involved in connection with the offer and sale of such shares, and Ultra Clean relied upon the representations made by Marchi pursuant to the Purchase Agreement in determining that such exemption was available.

Item 8.01

Other Events.

On February 5, 2015, Ultra Clean announced the signing of the Purchase Agreement and closing of the Acquisition as described in Item 1.01 above. A copy of the press release announcing the signing of the Purchase Agreement and closing of the Acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.
(a)	Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b)	Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(d)

Exhibits.

Exhibit No.		Description

2.1*		Asset Purchase Agreement, dated as of February 5, 2015, among Ultra Clean Holdings, Inc., Drake Acquisition Subsidiary, Inc. and Marchi Thermal Systems, Inc.
10.1		Credit Agreement, dated as of February 2, 2015, among Ultra Clean Holdings, Inc., East West Bank, City National Bank and the several lenders from time to time party thereto
10.2		Guarantee and Collateral Agreement in favor of East West Bank, dated as of February 2, 2015, made by Ultra Clean Holdings, Inc., Ultra Clean Technology Systems and Service, Inc., American Integration Technologies LLC, UCT Sieger Engineering LLC, Integrated Flow Systems LLC, Drake Acquisition Subsidiary, Inc. and the other Grantors referred to therein and from time to time party thereto
99.1		Press Release of Ultra Clean Holdings, Inc. dated February 5, 2015, announcing the Asset Purchase Agreement

__________________________

*	Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Purchase Agreement.

SIGNATURES

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

		ULTRA CLEAN HOLDINGS, INC.
Date:	February 6, 2015	By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description

2.1*		Asset Purchase Agreement, dated as of February 5, 2015, among Ultra Clean Holdings, Inc., Drake Acquisition Subsidiary, Inc. and Marchi Thermal Systems, Inc.
10.1		Credit Agreement, dated as of February 2, 2015, among Ultra Clean Holdings, Inc., East West Bank, City National Bank and the several lenders from time to time party thereto
10.2		Guarantee and Collateral Agreement in favor of East West Bank, dated as of February 2, 2015, made by Ultra Clean Holdings, Inc., Ultra Clean Technology Systems and Service, Inc., American Integration Technologies LLC, UCT Sieger Engineering LLC, Integrated Flow Systems LLC, Drake Acquisition Subsidiary, Inc. and the other Grantors referred to therein and from time to time party thereto
99.1		Press Release of Ultra Clean Holdings, Inc. dated February 5, 2015, announcing the Asset Purchase Agreement

__________________________

*	Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Purchase Agreement.

Exhibit 2.1

ASSET PURCHASE AGREEMENT

dated as of

February 5, 2015

between

ULTRA CLEAN HOLDINGS, INC.

DRAKE ACQUISITION SUBSIDIARY, INC.

and

MARCHI THERMAL SYSTEMS, INC.

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions .	2
Section 1.02. Other Definitional and Interpretative Provisions.	10
ARTICLE 2
PURCHASE AND SALE
Section 2.01. Purchase and Sale.	11
Section 2.02. Excluded Assets.	12
Section 2.03. Assumed Liabilities.	13
Section 2.04. Excluded Liabilities.	14
Section 2.05. Purchase Price; Allocation of Purchase Price .	16
Section 2.06. Closing .	17
Section 2.07. Closing Adjusted Working Capital.	18
Section 2.08. Adjustment of Purchase Price .	19
Section 2.09. Holdback Amount.	20
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01. Corporate Existence and Power .	21
Section 3.02. Corporate Authorization .	21
Section 3.03. Governmental Authorization .	21
Section 3.04. Seller Board Approval.	22
Section 3.05. Seller Shareholder Approval.	22
Section 3.06. Noncontravention .	22
Section 3.07. Consents .	23
Section 3.08. Financial Statements .	23
Section 3.09. Estimated Closing Adjustment .	23
Section 3.10. Absence of Certain Changes .	23
Section 3.11. No Undisclosed Material Liabilities .	25
Section 3.12. Material Contracts.	26
Section 3.13. Litigation .	27
Section 3.14. Compliance with Laws and Court Orders .	27
Section 3.15. Properties .	28
Section 3.16. Sufficiency of and Title to the Purchased Assets .	29
Section 3.17. Products .	30
Section 3.18. Intellectual Property .	30

Page

Section 3.19. Insurance Coverage .	32
Section 3.20. Licenses and Permits .	32
Section 3.21. Inventories .	33
Section 3.22. Finders’ Fees .	33
Section 3.23. Selling Documents.	33
Section 3.24. Employees .	33
Section 3.25. Environmental Matters .	34
Section 3.26. Taxes .	35
Section 3.27. Questionable Payments; Export Compliance.	35
Section 3.28. Investment Purpose; Accredited Investor; Inspections .	36
Section 3.29. Customers; Suppliers .	37
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER
Section 4.01. Existence and Power .	38
Section 4.02. Corporate Authorization .	39
Section 4.03. Ownership and Activities of Buyer .	39
Section 4.04. Governmental Authorization .	39
Section 4.05. Noncontravention .	39
Section 4.06. Financing .	40
Section 4.07. Litigation .	40
Section 4.08. Finders’ Fees.	40
Section 4.09. Parent’s and Buyer’s Investigation and Reliance .	40
Section 4.10. SEC Documents.	40
ARTICLE 5
COVENANTS OF SELLER
Section 5.01. Access to Information; Confidentiality .	41
Section 5.02. Payment of Excluded Liabilities and Amounts Due to Buyer under Purchase Price Adjustment.	41
Section 5.03. Financial Statements.	42
ARTICLE 6
COVENANTS OF BUYER AND SELLER
Section 6.01. Attorney.	43
Section 6.02. Public Announcements.	44
Section 6.03. WARN Act.	44
Section 6.04. Delivery of Post-Closing Correspondence.	45

Page

ARTICLE 7
SEC REGISTRATION.
Section 7.01. Shelf Registration; Parent’s Obligations.	45
Section 7.02. Shelf Registration; Seller’s Obligations.	47
Section 7.03. Expenses of Registration.	47
ARTICLE 8
TAX MATTERS
Section 8.01. Tax Cooperation; Allocation of Taxes.	48
ARTICLE 9
EMPLOYEE BENEFITS
Section 9.01. Employee Benefits Representations.	49
Section 9.02. Employees and Offers of Employment.	51
Section 9.03. Seller’s Employee Benefit Plans.	51
Section 9.04. Buyer Benefit Plans.	52
Section 9.05. No Third Party Beneficiaries.	52
ARTICLE 10
SURVIVAL; INDEMNIFICATION
Section 10.01. Survival.	53
Section 10.02. Indemnification.	53
Section 10.03. Third Party Claim Procedures.	54
Section 10.04. Direct Claim Procedures.	55
Section 10.05. Payment of Damages; Offset Against and Reduction of Holdback Amount.	56
Section 10.06. Purchase Price Adjustment .	56
Section 10.07. Limitations on Indemnification .	56
Section 10.08. Sole Remedy .	57
ARTICLE 11
MISCELLANEOUS
Section 11.01. Notices.	58
Section 11.02. Amendments and Waivers.	59
Section 11.03. Disclosure Schedule References.	59
Section 11.04. Expenses.	59
Section 11.05. Successors and Assigns.	59
Section 11.06. Governing Law.	60
Section 11.07. Jurisdiction.	60

iii

Page

Section 11.08. WAIVER OF JURY TRIAL.	60
Section 11.09. Counterparts; Effectiveness; Third Party Beneficiaries.	60
Section 11.10. Entire Agreement.	61
Section 11.11. Bulk Sales Laws.	61
Section 11.12. Severability.	61
Section 11.13. Specific Performance.	61

Exhibit A	Form of Assignment and Assumption Agreement
Exhibit B	Form of Offer Letter
Exhibit C	Form of Non-Competition Agreement
Exhibit D	Form of Assignment and Assumption of the Lease
Exhibit E	Form of Bill of Sale
Exhibit F	Form of Consulting Agreement
Exhibit G	Assignment of Letters Patent and Applications for Letters Patent
Exhibit H	Real Property Lease Guaranty

Schedule I	Seller Disclosure Schedule
Schedule II	Buyer Disclosure Schedule
Schedule III	Estimated Closing Adjustment
Schedule IV	Estimated Apportioned Tax Obligations and Transfer Taxes

ASSET PURCHASE AGREEMENT

This AGREEMENT (this “ Agreement ”) is dated as of February 5, 2015 between Ultra Clean Holdings, Inc., a Delaware corporation (“ Parent ”), Drake Acquisition Subsidiary, Inc., a Delaware corporation (“ Buyer ”), and Marchi Thermal Systems, Inc., a California corporation (“ Seller ”).

W I T N E S S E T H :

WHEREAS, Seller conducts a business, which manufacturers thermal solutions used in gas delivery systems and non-gas delivery systems for the semiconductor capital equipment industry (the “ Business ”);

WHEREAS, Buyer desires to purchase from Seller, and Seller wishes to sell to Buyer, the Business, comprising all of the assets of Seller (excluding certain specified assets as provided herein), upon the terms and subject to the exceptions and conditions hereinafter set forth;

WHEREAS, the board of directors of Seller (i) has determined that the sale of the Business as provided herein is fair to and in the best interests of Seller and the shareholders of Seller and has approved and adopted this Agreement and the transactions contemplated hereby and (ii) has unanimously recommended the approval and adoption of this Agreement by the shareholders of Seller;

WHEREAS, shareholders of Seller holding all of the votes represented by the outstanding shares of capital stock of Seller entitled to vote on the sale of all or substantially all of the assets of Seller have executed written consents approving and adopting this Agreement and the transactions contemplated hereby in accordance with the California Corporations Code and Seller’s articles of incorporation and bylaws;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and Buyer’s willingness to enter into this Agreement, each of the Key Executives, excluding James Hawthorne, is entering into an offer letter in the form attached hereto as Exhibit B (collectively, the “ Offer Letters ”), which shall become effective at the Closing.

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and Buyer’s willingness to enter into this Agreement, James Hawthorne is entering into a consulting agreement in the form attached hereto as Exhibit F (the “ Consulting Agreement ”), which shall become effective at the Closing; and

TSCP LLC is entering into a Non-Competition Agreement in the form attached hereto as Exhibit C (a “ Non-Competition Agreement ”), which shall become effective at the Closing.

The parties hereto agree as follows:

ARTICLE 1

Definitions

Section 1.01. Definitions . (a) The following terms, as used herein, have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “ control ” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms “ controlling ” and “ controlled ” have correlative meanings.

“ Applicable Law ” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, unless expressly specified otherwise.

“ Apportioned Tax Obligations ” means real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets or the Business for a Pre-Closing Tax Period or a Straddle Tax Period and that are paid after the Closing Date.

“ Assignment and Assumption Agreement ” means the Assignment and Assumption Agreement to be entered into at the Closing, substantially in the form attached hereto as Exhibit A.

“ Assignment of Letters Patent and Applications for Letters Patent ” means the Assignment of Letters Patent and Applications for Letters Patent to be entered into at the Closing, substantially in the form attached hereto as Exhibit G

“ Balance Sheet ” means the audited balance sheet of the Business as of December 31, 2013.

“ Balance Sheet Date ” means December 31, 2013.

“ Bill of Sale ” means the Bill of Sale to be entered into at the Closing, substantially in the form attached hereto as Exhibit E.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by Applicable Law to close.

“ Buyer Disclosure Schedule ” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Buyer to Seller.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder.

“ Change of Control Payments ” means all amounts (including any bonus, severance or other payments) that shall become payable (whether currently or in the future) to any employees, consultants or contractors of Seller or any other Person as a result of or in connection with any “change of control” provision binding on Seller triggered by the Closing of the sale of the Purchased Assets or any other transaction contemplated by this Agreement (either alone or together with any other trigger event), together with the employer portion of all payroll Taxes or similar employer Taxes relating thereto.

“ Closing Adjustment ” means (a) the amount, if any, by which Closing Adjusted Working Capital exceeds Minimum Adjusted Working Capital, less (b) the amount, if any, by which Minimum Adjusted Working Capital exceeds Closing Adjusted Working Capital, calculated in accordance with GAAP and using the same accounting methodologies, principles and procedures applied by Seller in the preparation of the Balance Sheet.

“ Closing Adjusted Working Capital ” means the excess of (a) the current assets of the Business that constitute Purchased Assets (including net inventory), over (b) the current liabilities of the Business that constitute Assumed Liabilities (but, in each case, excluding all Tax assets and liabilities), calculated in accordance with GAAP and using the same accounting methodologies, principles and procedures applied by Seller in the preparation of the Balance Sheet.

“ Closing Date ” means the date of the Closing.

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

“ Contracts ” means all contracts, agreements, leases, licenses, sub-licenses, commitments, sales and purchase orders and statements of work and other instruments, whether written or oral.

“ Environmental Laws ” means any Applicable Law or any agreement with any Governmental Authority or other third party, relating to human health and safety, the environment or to Hazardous Substances.

“ Environmental Liabilities ” means any and all liabilities arising in connection with or in any way relating to Seller, any property now or previously

owned, leased or operated by Seller, the Business (as currently or previously conducted), the Purchased Assets or any activities or operations occurring or conducted at the Real Property (including offsite disposal), whether accrued, contingent, absolute, determined, determinable or otherwise, which (i) arise under or relate to any Environmental Law and (ii) relate to actions occurring or conditions existing on or prior to the Closing Date (including any matter disclosed or required to be disclosed on Section ‎ 3.25 of the Seller Disclosure Schedule).

“ Environmental Permits ” means all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, or relating in any way to, the Business, the Purchased Assets or the Real Property.

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

“ ERISA Affiliate ” of any entity means any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code.

“ Estimated Seller Apportioned Tax Obligations and Transfer Taxes ” means the Apportioned Tax Obligations and Transfer Taxes expressly allocated to Seller under ‎‎ Section 8.01(b) and (c), as estimated by Seller and set forth on Schedule IV.

“ Estimated Closing Adjustment ” means the estimate of the Closing Adjustment set forth on Schedule III hereto (including reasonably detailed supporting calculations).

“ Fundamental Representations” means, with respect to Seller, the representations and warranties contained in Section ‎ Section 3.01(a) (Corporate Existence and Power), Section ‎ 3.02 (Corporate Authorization), Section ‎ 3.03 (Governmental Authorization), Section ‎ 3.04 (Seller Board Approval), ‎ Section 3.05 (Seller Shareholder Approval), ‎ Section 3.06 (Noncontravention) (other than clause (iii) thereof), ‎ Section 3.16 (Sufficiency of and Title to the Purchased Assets), ‎ Section 3.22 (Finders’ Fees) and ‎ Section 3.26 (Taxes) and, with respect to Buyer and Parent, ‎ Section 4.01 (Existence and Power), ‎ Section 4.02 (Corporate Authorization), ‎ Section 4.04 (Government Authorization) and ‎ Section 4.05 (Noncontravention).

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

“ Governmental Authority ” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“ Hayward Lease ” means the January 1, 2014 lease between Seller and Transmeridian Properties, LLC for 3100-3108 Diablo Avenue, Hayward, California 94545.

“ Hazardous Substances ” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable corrosive, reactive or otherwise hazardous substance, waste or material or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics including petroleum, its derivatives, by-products and other hydrocarbons, and any substance, waste or material regulated under any Environmental Law.

“ Holdback Amount ” means $250,000.

“ Indebtedness ” means, without duplication, with respect to any Person, (i) all obligations for borrowed money or extensions of credit (including bank overdrafts and advances), (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations to pay the deferred purchase price of property or services, (iv) all obligations as lessee capitalized in accordance with GAAP, (v) all obligations for borrowed money or extensions of credit of others secured by a Lien on any asset of such Person, whether or not such obligations are assumed, (vi) all obligations, contingent or otherwise, directly or indirectly guaranteeing any of the types of obligations described in clauses (i)-(v) above, of any other Person, in each such case as set forth in (i) –(vi) including any interest accrued thereon and prepayment or similar penalties and expenses which would be payable if such liability were paid in full as of the Closing Date and any success fee payable thereunder in connection with the Closing.

“ Intellectual Property Rights ” means (i) inventions, whether or not patentable, reduced to practice or made the subject of one or more pending patent applications, (ii) national and multinational statutory invention registrations, patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied for in the United States and all other nations throughout the world, all improvements to the inventions disclosed in each such registration, patent or patent application, (iii) rights of publicity, (iv) trademarks, service marks, trade dress, logos, domain names, trade names and corporate names (whether or not registered) in the United States and all other nations throughout the world, including all variations, derivations, combinations, registrations and applications for registration of the foregoing and all goodwill associated therewith, (v) copyrights (whether or not registered) and registrations and applications for registration thereof in the United States and all other nations throughout the world, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression, (vi) mask works, (vii) computer software (including source code, object code, firmware, operating systems and specifications), (viii) trade secrets and, whether

or not confidential, business information (including pricing and cost information, business and marketing plans and customer and supplier lists) and know-how (including manufacturing and production processes and techniques and research and development information), (ix) industrial designs (whether or not registered), (x) databases and data collections, (xi) copies and tangible embodiments of any of the foregoing, in whatever form or medium, (xii) all rights to obtain and rights to apply for patents, and to register trademarks and copyrights, (xiii) all rights in all of the foregoing provided by treaties, conventions and common law and (xiv) all rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement or misappropriation of any of the foregoing.

“ IT Assets ” means any and all computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology, network and communications equipment, and all associated documentation owned by or licensed, leased or used by or in connection with the Business (excluding any public networks).

“ Key Executive ” means each of James Hawthorne, John Ma, Joe Williams, Lisa Gardella, Olinda Lima, Vivian Frianeza and Prasad Petkar.

“ knowledge ” of Seller means the actual knowledge of James Hawthorne or John Ma or their direct reports and of Parent or Buyer means the actual knowledge of Parent’s Chief Executive Officer or Chief Financial Officer or their direct reports.

“ Lease Assignment ” means an Assignment and Assumption of the Hayward Lease, in the form attached hereto as Exhibit D.

“ Lease Deposit ” means the Twenty Five Thousand Seven Hundred Seven and 15/100 Dollars ($25,707.15) that Seller has previously paid to the landlord under the Hayward Lease.

“ Licensed Intellectual Property Rights ” means all Intellectual Property Rights owned by a third party and licensed or sublicensed to Seller or for which Seller has obtained a covenant not to be sued.

“ Lien ” means, with respect to any property or asset, any mortgage, deed of trust, lien, license, pledge, hypothecation, charge, easement, servitude, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“ Minimum Adjusted Working Capital ” means $1,500,000.

“ Material Adverse Effect ” means a material adverse effect on (i) the condition (financial or otherwise), business, assets, results of operations or

prospects of the Business, excluding any effect resulting from (A) changes in the general economic or political conditions in the United States of America not having a disproportionate effect on the Business relative to other participants in the industry in which the Business operates, (B) changes (including changes of Applicable Law) or conditions generally affecting the industry in which the Business operates and not specifically relating to or having a disproportionate effect on the Business and (C) acts of war, sabotage or terrorism or natural disasters involving the United States of America not having a disproportionate effect on the Business relative to other participants in the industry in which the Business operates or (ii) Seller’s ability to consummate the transactions contemplated by this Agreement.

“ MT Systems International ” means MT Systems International, Inc., a Delaware corporation.

“ 1933 Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Owned Intellectual Property Rights ” means all Intellectual Property Rights owned by Seller.

“ Parent Common Stock ” means the common stock of Parent, par value $0.001 per share.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“ Post-Closing Tax Period ” means (i) any Tax period beginning after the Closing Date and (ii) with respect to a Straddle Tax Period, the portion of such Straddle Tax Period beginning after the Closing Date.

“ Pre-Closing Tax Period ” means (i) any Tax period ending on or before the Closing Date and (ii) with respect to a Straddle Tax Period, the portion of such Straddle Tax Period ending on the Closing Date.

“ Real Property Lease Guaranty ” means the Lease Guaranty relating to the Hayward Lease, in the form attached hereto as Exhibit H.

“ Redwood City Lease ” means the August 17, 2014 lease between Seller and The Irvine Company LLC, for 760 Bair Island Road, #102, Redwood City, California 94063.

“ Representative(s) ” means, with respect to any Person, such Person’s directors, managers, officers, employees, counsel, financial advisors, auditors, agents and other authorized representatives, in each case acting in such capacity.

“ Seller Acquisition Expenses ” means all fees and expenses accrued or incurred by or on behalf of Seller in connection with the negotiation of this Agreement and consummation of the Closing of the sale of the Purchased Assets or any of the other transactions contemplated hereby, including all legal, accounting, investment banking and financial advisory fees and expenses; but excluding Transfer Taxes incurred in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, any fees and expenses that are contingent upon the Closing shall be deemed to have been accrued as of immediately prior to the Closing.

“ Seller Disclosure Schedule ” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Seller to Parent and Buyer.

“ Straddle Tax Period ” means any Tax period that begins on or before the Closing Date and ends after the Closing Date.

“ Tax ” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including withholding on amounts paid to or by any Person), any interest, penalty, addition to tax or additional amount relating thereto, or any liability for any of the foregoing as transferee, (ii) liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group or being party to any agreement or arrangement, as a result of which liability of Seller to a Taxing Authority is determined or taken into account with reference to the activities of any other Person and (iii) liability of Seller for the payment of any amount as a result of being party to any Tax Sharing Agreement.

“ Tax Return ” means any Tax return, statement, report, election, declaration, disclosure, schedule or form (including any estimated tax or information return or report) filed or required to be filed with any Taxing Authority.

“ Tax Sharing Agreement ” means any agreement or arrangement (whether or not written) entered into prior to the Closing binding Seller that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

“ Taxing Authority ” means any governmental authority (domestic or foreign) responsible for the imposition or collection of any Tax.

“ Transaction Documents ” means this Agreement, each of the Offer Letters, each of the Non-Competition Agreements, the Lease Assignment, the Bill

of Sale, the Consulting Agreement, the Assignment of Letters Patent and Applications for Letters Patent and the Real Property Lease Guaranty.

“ Transfer Taxes ” means any sales, use, value added, registration, stamp, recording, documentary, conveyancing, transfer, and similar Taxes (including any penalties and interest).

(a) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Accounting Referee	‎ 2.05
Accounts Payable	‎ 2.04(a)
active employee	‎ 9.02
Agreement	Preamble
Allocation Statement	‎ 2.05
Assumed Liabilities	‎ 2.03
Audited Financial Statements	‎ 3.08
Basket	10.07(a)(ii)
Business	Recitals
Buyer	Preamble
Buyer Indemnified Parties	‎ 10.02
Cash Consideration	‎ 2.06
Closing	‎ 2.06
Consents	‎ 3.07
Consulting Agreement	Recitals
Damages	‎ 10.02
e-mail	‎ 11.01
Employee Plans	‎ 9.01
Excluded Assets	‎ 2.02
Excluded Liabilities	‎ 2.04
Financial Statements	‎ 3.08
Final Closing Adjustment	‎ 2.08(a)
Final Closing Adjustment Payment	‎ 2.08(b)
Indemnified Party	10.03(a)
Indemnifying Party	10.03(a)
Insurance Policies	‎ 3.19
Interim Financial Statements	‎ 3.08
Material Contracts	‎ 3.12(b)
Multiemployer Plan	‎ 9.01
Offer Letters	Recitals
Parent	Preamble
Parent Closing Statement	‎ 2.08
Permits	‎ 3.20
Permitted Liens	‎ 3.15
Press Release	‎ 6.02

Term	Section
Purchased Assets	‎ 2.01
Purchase Price	‎ 2.05
Registration Statement	7.01(a)
Registrable Shares	7.01(a)
Registration Expenses	7.03
Required Financial Statements	‎ 5.03(a)
SEC	5.04(a)
SEC Documents	4.10
Seller	Preamble
Seller Board Approval	‎ 3.04
Seller Dispute Notice	‎ 2.08(b)
Seller Indemnified Parties	‎ 10.02
Seller Shareholder Approval	‎ 3.05
Seller Indemnified Parties	‎ 10.01
Selling Expenses	7.03
Seller Mark	5.04(d)
Shortfall	‎ 2.08(d)(ii)
Significant Customer	‎ 3.29(a)
Significant Supplier	‎ 3.29(b)
Stock Consideration	‎ 2.06
Third Party Claim	10.03(a)
Title IV Plan	‎ 9.01
Trade Accounts Receivable	‎ 2.02(c)
Transferred Employees	‎ 9.02
WARN Act	‎ 6.03
Warranty Breach	‎ 10.02

Section 1.02. Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as

amended from time to time, and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

Purchase and Sale

Section 2.01. Purchase and Sale . Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, known or unknown, owned, held or used in or arising from the conduct of the Business as the same shall exist on the Closing Date (the “ Purchased Assets ”), including all of Seller’s rights in any real property, and including all right, title and interest of Seller in, to and under, without duplication:

(a) the Hayward Lease and leasehold improvements to the Real Property;

(b) all personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property, including the items listed in ‎ Section 3.15(b) of the Seller Disclosure Schedule;

(d) all rights of Seller under its Contracts, including the Material Contracts listed in Section 3.12(a) of the Seller Disclosure Schedule, and all records and notices related thereto;

(e) all accounts, notes and other receivables, except Trade Accounts Receivable;

(f) all credits, prepaid expenses, including ad valorem Taxes, leases and rentals, rebates, deferred charges, advance payments, security deposits and other prepaid items;

(g) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Business or the Purchased Assets, including unliquidated rights under manufacturers’ and vendors’ warranties;

(h) all Licensed Intellectual Property Rights and Owned Intellectual Property Rights, including the items listed in Section ‎ 3.18 of the Seller Disclosure Schedule;

(i) all IT Assets;

(j) all transferable licenses, permits or other governmental authorization affecting, or relating in any way to, the Business or the Purchased Assets, including the items listed in Section ‎ 3.20 of the Seller Disclosure Schedule;

(k) all books, records, files and papers, whether in hard copy or computer format, used in the Business, including engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records, and any information relating to any Tax imposed on the Purchased Assets or the Business, except for the closing book relating to the Company’s acquisition of certain assets from Celerity Inc.;

(l) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Buyer is the successor to the Business;

(m) all assets included in the calculation of Closing Adjusted Working Capital (as it is included in the calculation of the Final Closing Adjustment Payment); and

(n) all rights of Seller to the return of the Lease Deposit.

Section 2.02. Excluded Assets . Buyer expressly understands and agrees that the following assets and properties of Seller (the “ Excluded Assets ”) shall be excluded from the Purchased Assets, without duplication:

(a) all of Seller’s cash and cash equivalents as of the Closing Date, wherever held, including all bank accounts of Seller;

(b) all rights in and with respect to the insurance policies set forth in ‎ Section 3.19 of the Seller Disclosure Schedule;

(c) all of Seller’s trade accounts receivable recorded in the ordinary course of business and in accordance with GAAP as of the Closing Date (the “ Trade Accounts Receivable ”);

(d) all of the capital stock or other equity interest of Seller;

(e) any Contract with MT Systems International;

(f) the 2014 Porsche Carrera used by Mr. Hawthorne that is leased by Seller and the lease relating thereto;

(g) all of Seller’s interest in the Redwood City Lease;

(h) Seller’s consulting Contracts with Mark Watkins and TSCP LLC; and

(i) The closing book relating to the Company’s acquisition of certain assets from Celerity Inc.

For the avoidance of doubt, the Purchased Assets do not include any of the assets of Seller’s Affiliate, MT Systems International.

Section 2.03. Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the time of the Closing, to assume only the following enumerated liabilities, in each case solely to the extent relating to the Business and the Purchased Assets (and except for any Excluded Liabilities) (the “ Assumed Liabilities ”), without duplication:

(a) all liabilities included in the calculation of Closing Adjusted Working Capital (as it is included in the calculation of the Final Closing Adjustment Payment);

(b) all liabilities under warranty obligations relating to any products, assets or goods sold by the Business after the Closing Date;

(d) all liabilities and obligations of Seller arising pursuant to the Contracts that are included in the Purchased Assets; provided that Buyer will not assume or be responsible for any liabilities or obligations attributable or relating to the period on or prior to the Closing Date or to liabilities that arise from breaches of such Contracts or defaults under such Contracts by Seller on or prior to the Closing Date, all of which shall constitute Excluded Liabilities;

(e) Apportioned Tax Obligations and Transfer Taxes expressly allocated to Buyer under ‎ Section 8.01 and, except to the extent attributable

to a breach of a representation, warranty or covenant of Seller, any other Taxes imposed on or with respect to the Business or the Purchased Assets that relate to a Post-Closing Tax Period; and

(f) all other liabilities only to the extent relating to the Business or Purchased Assets and arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing; provided , that with respect to Environmental Liabilities, this ‎ Section 2.03(f)) shall apply only to liabilities and obligations that relate to any condition existing as a result of any action, omission or circumstance occurring after the Closing.

For the avoidance of doubt, the Assumed Liabilities do not include any of the liabilities of Seller’s Affiliate, MT Systems International.

Section 2.04. Excluded Liabilities . Notwithstanding any provision in this Agreement or any other writing to the contrary, neither Parent, Buyer nor any of their direct or indirect subsidiaries is assuming any liability or obligation of Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Assumed Liabilities. All such other liabilities and obligations shall be retained by and remain liabilities and obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “ Excluded Liabilities ”). Notwithstanding any provision in this Agreement or any other writing to the contrary, Excluded Liabilities include:

(a) all of Seller’s accounts payable arising on or prior to the Closing Date (the “ Accounts Payable ”);

(b) any liability or obligation of Seller or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes (except to the extent explicitly assumed in ‎ Section 2.03);

(c) Apportioned Tax Obligations and Transfer Taxes expressly allocated to Seller under ‎ Section 8.01 and any other Taxes imposed on or with respect to the Business or the Purchased Assets that relate to the Pre-Closing Tax Period;

(d) except to the extent provided in ‎ Section 9.02, any liability or obligation relating to employee benefits or compensation arrangements existing on or prior to the Closing Date, including any liability or obligation under any of Seller’s employee benefit agreements, plans or other arrangements listed in Section ‎ 9.01 of the Seller Disclosure Schedule;

(e) all liabilities or obligations of Seller in respect of Indebtedness;

(f) all Environmental Liabilities arising at or prior to the Closing or arising after the Closing to the extent that such Environmental Liability was caused by an action, omission or circumstance occurring at or prior to the Closing;

(g) all liabilities arising out of any action, suit, investigation or proceeding before any court or arbitrator or any other Governmental Authority to the extent arising out of actions, omissions or events occurring prior to the Closing Date relating to the Business or the Purchased Assets, including any matters set forth in ‎ Section 3.13 of the Seller Disclosure Schedule;

(h) all Seller Acquisition Expenses;

(i) all Change of Control Payments;

(j) all liabilities under warranty obligations relating to any products, assets or goods sold by the Business on or prior to the Closing Date;

(k) all liabilities arising out of or relating to any product liability, infringement claims, breach of warranty or similar claim for injury (including death) to any Person or property that resulted from the use or misuse of Seller’s products or otherwise related to Seller’s products (including any action, suit, investigation or proceeding relating to any such liabilities) shipped or sold before the Closing Date;

(l) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller to the extent arising out of actions, omissions or events occurring prior to the Closing Date;

(m) any liability of Seller and any Affiliate thereof under this Agreement, the other Transaction Documents and the non-disclosure agreement signed by Seller and Parent in connection with the negotiation of this Agreement;

(n) all liabilities arising out of or relating to any violation of Applicable Law by Seller or any of its Affiliates;

(o) any liability relating to any shareholder or other equityholder of Seller, former shareholder or equityholder of Seller or any of their respective Affiliates;

(p) any liability or obligation relating to an Excluded Asset, including, for the avoidance of doubt, (A) any and all liability relating to the lease for the 2014 Porsche Carrera used by Mr. Hawthorne that is leased by Seller, (B) any and all liability relating to the Redwood City

Lease and (C) any and all liability of Seller relating to MT Systems International;

(q) any liability or obligation relating to the Employee Development Department Lien for unpaid employment taxes filed on October 24, 2014; and

(r) all other liabilities of Seller or its Affiliates, including those relating to the Business or Purchased Assets, to the extent arising out of or in connection with any act, omission or circumstance occurring at any time at or prior to the Closing.

Section 2.05. Purchase Price; Allocation of Purchase Price . The purchase price for the Purchased Assets (the “ Purchase Price ”) is $30,000,000 plus the Final Closing Adjustment (the “ Cash Consideration ”) and 1,437,500 shares of Parent Common Stock (the “ Stock Consideration ”). The Purchase Price shall be paid as provided in ‎ Section 2.06 and shall be subject to adjustment as provided in ‎ Section 2.08.

(a) As promptly as practicable after the Closing, Buyer shall deliver to Seller a statement (the “ Allocation Statement ”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If within 20 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. If within 20 days after the delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized accounting firm mutually agreeable to Buyer and Seller who is independent of Buyer and Seller and their Affiliates (any such firm, an “ Accounting Referee ”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller.

(b) Seller and Buyer agree to (i) be bound for U.S. federal income Tax purposes by the Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing).

(c) If an adjustment is made with respect to the Purchase Price pursuant to ‎ Section 2.08, the Allocation Statement shall be adjusted in accordance with

Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Adjustment, any disputed items shall be resolved in the manner described in ‎ Section 2.05(a). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in ‎ Section 2.05(b).

(d) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Section 2.06. Closing . The closing (the “ Closing ”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at 10:00 a.m. California time at the offices of Davis Polk & Wardwell LLP, 1600 El Camino Real, Menlo Park, California, on the date hereof. The Closing shall be deemed to be effective as of 11:59 pm California time on February 5, 2015. At the Closing:

(a) Buyer shall deliver, or cause to be delivered, to Seller, an amount in cash in immediately available funds by wire transfer to an account of Seller designated by Seller by written notice to Buyer delivered two or more Business Days prior to the date hereof equal to:

(i) the Cash Consideration;

(ii) minus the Holdback Amount;

(iii) plus the Estimated Closing Adjustment (which amount shall be subject to the potential true up set forth in ‎ Section 2.08); and

(iv) minus the Estimated Seller Apportioned Tax Obligations and Transfer Taxes.

(b) Buyer shall deliver, or cause to be delivered, to Seller, a stock certificate registered in Seller’s name, in proper form and bearing appropriate restrictive legends referring to the registration requirements of the 1933 Act, evidencing a number of shares of Parent Common Stock equal to the Stock Consideration;

(c) Buyer shall deliver, or cause to be delivered, to Seller, counterparts to each of the Transaction Documents to which Buyer and/or one or more of its Affiliates is a party, duly executed by Buyer and/or such Affiliates, as applicable;

(d) Seller shall deliver, or cause to be delivered, to Buyer, counterparts to each of the Transaction Documents to which Seller and/or

one or more of its Affiliates is a party, duly executed by Seller and/or such Affiliates, as applicable;

(e) Seller shall deliver, or cause to be delivered, to Buyer, such warranty deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer and its counsel have deemed reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets;

(f) Seller shall deliver to Buyer a receipt, duly executed by Seller, evidencing receipt by Seller of the Purchase Price payable by Buyer at the Closing;

(g) Seller shall deliver to Buyer a certification, signed under penalties of perjury and dated as of the date hereof, that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2) and confirms that Seller is not a “foreign person” as defined in Section 1445 of the Code;

(h) Seller shall deliver to Buyer a properly completed and executed Internal Revenue Service Form W-9 for Seller;

(i) Each of Buyer and Seller shall deliver, or cause to be delivered, to the other party, such documents and instruments as such parties may reasonably request to consummate the transactions contemplated by this Agreement and the other Transaction Documents; and

(j) Seller shall deliver to Buyer a legal opinion from Seller’s counsel, dated as of the Closing Date, stating that, to the extent any of the Purchased Assets constitute assets that Seller acquired from Celerity Inc. , Marchi acquired good and marketable title to such Purchased Assets from Celerity Inc. as part of Seller’s acquisition of assets from Celerity Inc. on September 29, 2008;

Section 2.07. Closing Adjusted Working Capital.

(a) As promptly as practicable, but no later than 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (including reasonably detailed supporting calculations) setting forth Buyer’s good faith calculation of the Closing Adjustment (the “ Parent Closing Statement ”).

(b) If Seller disagrees with Buyer’s calculation of the Closing Adjustment delivered pursuant to ‎ Section 2.07(a), Seller may, within 30 days after delivery of the Parent Closing Statement, deliver a written notice to Buyer disagreeing with such calculation and specifying Seller’s good faith calculation of the Closing Adjustment (including reasonably detailed supporting calculations)

and Seller’s grounds for such disagreement (such notice, the “ Seller Dispute Notice ”). Any Seller Dispute Notice shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Parent Closing Statement. If Seller fails to deliver a Seller Dispute Notice in proper form within such 30 day period, Buyer’s calculation of the Closing Adjustment shall be binding upon the parties.

(c) If a Seller Dispute Notice shall be duly delivered pursuant to ‎ Section 2.07(b), Buyer and Seller shall, during the 30 days following such delivery, use reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Closing Adjustment, which amount shall not be less than the amount thereof shown in the Parent Closing Statement nor more than the amount thereof shown in the Seller Dispute Notice. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter cause an Accounting Referee to review this Agreement and the disputed items or amounts for the purpose of calculating the Closing Adjustment. In making such calculation, such Accounting Referee shall consider only those items or amounts in the Parent Closing Statement as to which Seller has disagreed in the Seller Dispute Notice. Such Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Closing Adjustment and the calculation of the Closing Adjustment set forth in the Parent Closing Statement is greater than the difference between the Final Closing Adjustment and the calculation of the Closing Adjustment set forth in the Seller Dispute Notice, (ii) by Seller if the first such difference is less than the second such difference and (iii) otherwise equally by Buyer and Seller.

(d) Buyer and Seller shall reasonably cooperate with one another in the preparation of the calculation of the Closing Adjustment, including by providing the other party and its representatives with reasonable access during normal business hours to such party’s books, records, work papers, schedules, memorandum and other documents, facilities and personnel.

Section 2.08. Adjustment of Purchase Price .

(a) “ Final Closing Adjustment ” means the Closing Adjustment set forth on the Parent Closing Statement if no Seller Dispute Notice is duly delivered pursuant to ‎ Section 2.07(b); or if a Seller Dispute Notice is duly delivered, as finally determined pursuant to ‎ Section 2.07(c); provided that, in no event shall the Final Closing Adjustment be less than Parent’s calculation of the Closing Adjustment set forth in the Parent Closing Statement or more than Seller’s calculation of the Closing Adjustment set forth in the Seller Dispute Notice.

(b) If the Final Closing Adjustment is greater than Estimated Closing Adjustment, Buyer shall owe to Seller an amount in cash equal to the excess of

the Final Closing Adjustment over the Estimated Closing Adjustment. If the Final Closing Adjustment is less than the Estimated Closing Adjustment, Seller shall owe to Buyer an amount in cash equal to the excess of the Estimated Closing Adjustment over the Final Closing Adjustment. The amount owed to Buyer or Seller pursuant to this ‎ Section 2.08(b), with interest as provided in ‎ Section 2.08(e), the “ Final Closing Adjustment Payment .”

(c) If Buyer owes the Final Closing Adjustment Payment to Seller, then, within five (5) Business Days of the determination of the Final Closing Adjustment Payment, Buyer shall pay, or cause to be paid, to Seller, in immediately available funds by wire transfer to an account of Seller designated by Seller by written notice to Buyer delivered two or more Business Days prior to the date of such payment, an amount in cash equal to the Final Closing Adjustment Payment.

(d) If Seller owes the Final Closing Adjustment Payment to Buyer, then:

(i) if the Final Closing Adjustment Payment is equal to or less than the Holdback Amount (to the extent thereof remaining as of the date of the Final Closing Adjustment Payment), the Holdback Amount payable to Seller pursuant to ‎ Section 2.09 shall be reduced by the Final Closing Adjustment Payment; or

(ii) if the Final Closing Adjustment Payment exceeds the Holdback Amount remaining as of the date of the Final Closing Adjustment Payment (such excess, the “ Shortfall ”), then the Holdback Amount payable to Seller pursuant to ‎ Section 2.09 shall be reduced to $0 and, within five (5) Business Days of the determination of the Final Closing Adjustment Payment, Seller shall pay, or cause to be paid, to Buyer, in immediately available funds by wire transfer to an account of Buyer designated by Buyer by written notice to Seller delivered two or more Business Days prior to the date of such payment, an amount in cash equal to the Shortfall.

(e) The amount of the Final Closing Adjustment Payment to be made pursuant to this ‎ Section 2.08 shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.

Section 2.09. Holdback Amount. The Holdback Amount shall constitute security solely for (i) adjustments to the Purchase Price pursuant to ‎ Section 2.08 and (ii) the indemnification obligations of Seller pursuant to ‎ Article 10, and shall be held by Buyer or an Affiliate of Buyer. Any portion of the Holdback Amount

remaining after reductions to such amount are made in accordance with this Agreement, and not the subject of a claim duly and timely made in accordance with ‎ Article 10 hereof, on the date that is 15 months following the Closing Date, shall be released to Seller, together with interest thereon, by wire transfer to an account of Seller designated in writing by Seller.

ARTICLE 3

Representations and Warranties of Seller

Subject to ‎ Section 11.03, except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to each of Parent and Buyer as of the date hereof that:

Section 3.01. Corporate Existence and Power .

(a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Seller has heretofore delivered to Buyer true and complete copies of the articles of incorporation and bylaws of Seller as currently in effect. Seller has no direct or indirect subsidiaries and does not own or control, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Person, and Seller is not a member of or participant in any partnership, joint venture or similar Person. No Affiliate of Seller, including MT Systems International, owns or holds any interest in the assets of the Business, other than by virtue of their ownership of Seller’s outstanding capital stock.

(b) Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary.

Section 3.02. Corporate Authorization . The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby are within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. Each of this Agreement and the other Transaction Documents to which Seller is a party constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Section 3.03. Governmental Authorization . The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to

which Seller is a party and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with, any Governmental Authority.

Section 3.04. Seller Board Approval. At a meeting duly called and held, or by unanimous written consent, in either case in accordance with Seller’s articles of incorporation and bylaws and the California Corporations Code, the board of directors of Seller (i) has determined that the sale of the Business as provided herein and the Purchased Assets is fair to and in the best interests of the stockholders of Seller and has approved this Agreement and the other Transaction Documents to which Seller is a party and the other transactions contemplated hereby and thereby and (ii) has recommended the approval and adoption of this Agreement and the other Transaction Documents to which Seller is a party by the stockholders of Seller in accordance with the California Corporations Code (the “ Seller Board Approval ”) and no other corporate actions on the part of the Board of Directors of Seller are necessary in connection with the authorization, execution and delivery of this Agreement or the other Transaction Documents to which Seller is a party by Seller and the performance by Seller of the transactions contemplated hereby and thereby. Seller has delivered to Buyer a certified copy of the Seller Board Approval, which has not been revoked, rescinded or amended.

Section 3.05. Seller Shareholder Approval. The adoption and approval of this Agreement and the other Transaction Documents to which Seller is a party by (i) the holders of at least a majority of the outstanding shares of common stock of Seller (the “ Seller Shareholder Approval ”) constitutes all of the votes, consents and approvals required of the shareholders of Seller for the authorization, execution and delivery of this Agreement by Seller and the performance by Seller of the transactions contemplated hereby and thereby. At a meeting duly called and held, or by written consent, in either case in accordance with Seller’s articles of incorporation and bylaws and the California Corporations Code, the valid and effective Seller Shareholder Approval was obtained. Seller has delivered to Buyer a certified copy of the Seller Shareholder Approval, which has not been revoked, rescinded or amended.

Section 3.06. Noncontravention . The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the articles of incorporation or bylaws of Seller, (ii) violate any Applicable Law, (iii) assuming the obtaining of all Consents, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit relating to the Business to which Seller is entitled under any provision of any agreement or other instrument binding upon Seller or by which any of the Purchased Assets is or may be bound or (iv) result in the creation or imposition of any Lien on any Purchased Asset.

Section 3.07. Consents . ‎ Section 3.07 of the Seller Disclosure Schedule sets forth each agreement, Contract or other instrument binding upon Seller or any Permit (including any Environmental Permit) requiring a consent or other action by any Person as a result of the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which Seller is a party (the “ Consents ”).

Section 3.08. Financial Statements . ‎ Section 3.08 of the Seller Disclosure Schedule sets forth a true and complete copy of the audited balance sheet of Seller as of December 31, 2013 and the related audited statement of income and cash flows for the year ended December 31, 2013 (collectively, the “Audited Financial Statements”) and the unaudited interim balance sheet as of September, 30 2014 and the related unaudited interim statements of income and cash flows for the nine months ended September 30, 2014 and 2013 (collectively, the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements fairly present, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of Seller as of the dates thereof and its results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

(a) The books of account and other financial records of Seller have been maintained in accordance with sound business practices, including the maintenance of a system of internal controls adequate to maintain the integrity of Seller’s books and records.

(b) Lautze & Lautze, who have delivered their report with respect to the Audited Financial Statements, were, at the time of such reports, and are currently, independent public accountants with respect to Seller within the meaning of the 1933 Act.

Section 3.09. Estimated Closing Adjustment . The Estimated Closing Adjustment set forth on Schedule III represents Seller’s good faith estimate of the Closing Adjustment (including reasonably detailed supporting calculations), calculated in accordance with GAAP and using the same accounting methodologies, principles and procedures applied by Seller in the preparation of the Balance Sheet.

Section 3.10. Absence of Certain Changes .

(a) Since the Balance Sheet Date, the Business has been conducted in the ordinary course consistent with past practices and there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Since the Balance Sheet Date until the date hereof, except as set forth in Section 3.10 of the Seller Disclosure Schedule, Seller has not:

(i) (A) declared, set aside or paid any dividend or other distribution with respect to any shares of the capital stock of Seller, (B) redeemed, repurchased or otherwise acquired any of the outstanding shares of the capital stock or other securities of Seller, or (C) made any other payment to or for the benefit of any equityholder of Seller or any Affiliate of any equityholder of Seller, including any return of capital, interest payment, management charge, service charge, consultancy or other fee, or any full or partial repayment of loans (collectively, “ Restricted Payments ”);

(ii) incurred any capital expenditures or any obligations or liabilities with respect to the Business, except in the ordinary course of business consistent with past practice in an individual amount no greater than $10,000;

(iii) acquired (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses for the conduct of the Business, other than supplies and inventory in the ordinary course of business in a manner that is consistent with past practice;

(iv) sold, leased, sublicensed, licensed, assigned, abandoned, transferred or otherwise disposed of, or created or incurred any Lien on, any assets that are or would be Purchased Assets, other than sales of inventory or non-exclusive licenses to any Owned Intellectual Property Rights or Licensed Intellectual Property Rights, in each case, made or granted in the ordinary course of business consistent with past practice;

(v) except as set forth on Section 3.10(b)(v) of the Seller Disclosure Schedule, materially amended, modified, terminated, renewed or extended the Real Property Lease or entered into any other real property lease;

(vi) made any loans, advances or capital contributions to, or investments in, any other Person;

(vii) created, incurred, assumed, suffered to exist or otherwise become liable with respect to any Indebtedness;

(viii) (A) entered into any agreement or arrangement, other than this Agreement or the Non-Competition Agreements, that limits or otherwise restricts in any material respect the conduct of Seller or the Business or any successor thereto or that reasonably could be expected to, after the Closing and as a result of the transactions contemplated by this Agreement, limit or restrict in any material respect the Business, Buyer or

any of their respective Affiliates from engaging or competing in any line of business, in any location or with any Person, (B) entered into, amended or modified in any material respect or terminated any Contract material to Seller or the Business or otherwise waived, released or assigned any material rights, claims or benefits of the Business or (C) entered into any Contract that provides for “most favored nations” terms or establishes an exclusive sale or purchase obligation with respect to any product or any geographic location;

(ix) except as set forth in ‎ Section 3.10(b)(ix) of the Seller Disclosure Schedule, (A) granted or increased any severance or termination pay to (or amended any existing arrangement with) any director, officer or employee, (B) increased benefits payable under any existing severance or termination pay policies or employment agreements with employees, officers or directors, (C) entered into any employment, deferred compensation or other similar agreement (or amended any such existing agreement) with any director, officer or employee, (D) established, adopted or amended (except as required by Applicable Law) any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee or (E) increased compensation, bonus or other benefits payable to any director, officer or employee;

(x) changed the methods of accounting or accounting practice by Seller, except as required by concurrent changes in GAAP as agreed to by its independent public accountants and disclosed in the Financial Statements;

(xi) settled, or offered or proposed to settle, (A) any material litigation, investigation, arbitration, proceeding or other claim involving or against Seller, the Purchased Assets or the Business or (B) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; or

(xii) agreed, resolved or committed to do any of the foregoing.

Section 3.11. No Undisclosed Material Liabilities . There are no liabilities of the Business or Seller of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than:

(a) liabilities provided for in the Balance Sheet or disclosed in the notes thereto;

(b) liabilities disclosed in ‎ Section 3.11 of the Seller Disclosure Schedule; and

(c) other undisclosed liabilities which, individually or in the aggregate, are not material to Seller, the Business or the Purchased Assets.

Section 3.12. Material Contracts .

(a) Except as disclosed in Section 3.12(a) of the Seller Disclosure Schedule, Seller is not a party to or bound by:

(i) any lease or sublease of personal property providing for annual rentals of $10,000 or more;

(ii) any Contract relating to real property, including pursuant to which Seller or any other Person has a right to use, occupy or possess any real property;

(iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Seller of $25,000 or more or (B) aggregate payments by Seller of $150,000 or more;

(iv) any sales, distribution or other similar Contract providing for the sale by Seller of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to Seller of $25,000 or more or (B) aggregate payments to Seller of $150,000 or more;

(v) any partnership, joint venture or other similar Contract or arrangement;

(vi) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);

(vii) any Contract granting any Person a right of first refusal or first offer or similar preferential right to purchase or acquire any Purchased Asset;

(viii) any so called “requirements” Contract requiring Seller to purchase its requirements of a particular raw material, resource or product from a particular supplier or suppliers, or to purchase all or substantially all of the output or production of a particular supplier or suppliers;

(ix) any Contract relating to Indebtedness;

(x) any mortgage, deed of trust, pledge, security agreement, or other instrument or Contract granting a Lien on any Purchased Asset;

(xi) any option, license, franchise or similar Contract (other than non-exclusive licenses to any Owned Intellectual Property Rights or Licensed Intellectual Property Rights granted in the ordinary course of business consistent with past practice);

(xii) any agency, dealer, sales representative, marketing or other similar Contract;

(xiii) any Contract that (A) limits the freedom of Seller or its employees, other than this Agreement or the Non-Competition Agreements, to (1) compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or (2) solicit, hire, retain or attempt to hire or retain any employee of any Person or (B) provides for “most favored nations” terms or establishes an exclusive sale or purchase obligation with respect to any product or any geographic location;

(xiv) any Contract with or for the benefit of any Affiliate of Seller or otherwise with any director or officer of Seller or any of its Affiliates; or

(xv) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Business.

(b) Each Contract disclosed in any section of the Seller Disclosure Schedule or required to be disclosed pursuant to this ‎ Section 3.12 (collectively, the “ Material Contracts ”) is a valid, binding and enforceable agreement of Seller and is in full force and effect, and none of Seller or, to the knowledge of Seller, any other party thereto is in default or breach in any material respect under the terms of any such Material Contract, and, to the knowledge of Seller, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such Material Contract have been delivered to Buyer.

Section 3.13. Litigation . There is no action, suit, investigation or proceeding (or any basis therefor) pending against, or to the knowledge of Seller, threatened against or affecting, Seller, the Business or any Purchased Asset before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) any Governmental Authority or arbitrator which, individually or in the aggregate, if determined or resolved adversely in accordance with the plaintiff’s demands, could reasonably be expected to be material to Seller, the Business or the Purchased Assets, or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 3.14. Compliance with Laws and Court Orders . Seller is not in violation of, has not since January 1, 2011 violated, and to the knowledge of Seller is not under investigation with respect to and has not been threatened to be

charged with or given notice of any violation of, any Applicable Law relating to the Purchased Assets or the conduct of the Business or to which Seller is subject. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Seller that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Seller, the Purchased Assets or the Business or that in any manner seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

Section 3.15. Properties .

(a) The real property leased under the Hayward Lease represents all real property used or held for use in the Business, other than the Redwood City Lease, which Seller owns, leases, subleases, licenses or operates (all such real property, the “ Real Property ”). Section 3.15(a) of the Seller Disclosure Schedule correctly describes any Liens on Seller’s leasehold interests in the Real Property and specifies the name of the lessor, the lease term and the basic annual rent for the Real Property Lease.

(b) ‎ Section 3.15(b) of the Seller Disclosure Schedule correctly describes all personal property used or held for use in the Business, including machinery, equipment, furniture, vehicles, storage tanks, spare and replacement parts, fuel and other trade fixtures and fixed assets, which Seller owns, leases or subleases, in each case with an individual original cost or leased value of $10,000 or more, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent.

(c) Seller has good title to, and, in the case of the Real Property and any other leased personal property, has valid leasehold interests in, all Purchased Assets (whether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date. No Purchased Asset is subject to any Lien, except:

(i) Liens disclosed on the Balance Sheet;

(ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); or

(iii) Liens incurred in the ordinary course of business consistent with past practice which do not materially detract from the value of such Purchased Asset, or materially interfere with any present or intended use of such Purchased Asset (including, without limitation, non-exclusive licenses to any Intellectual Property Rights granted in the ordinary course of business) (clauses ‎ (i) - ‎ (iii) of this ‎ Section 3.15(b) are, collectively, the “ Permitted Liens ”).

(d) There are no developments affecting any of the Purchased Assets pending or, to the knowledge of Seller threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Purchased Assets.

(e) The Real Property comprises all real property used or held for use in connection with the conduct of the business and operations of the Business as presently conducted.

(f) The Real Property Lease and all leases for personal property are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any default by Seller or any event which with notice or lapse of time or both would constitute a default by Seller.

(g) The equipment included in the Purchased Assets has no material defects, is in good operating condition and repair and has been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), and is adequate and suitable for its present uses.

(h) The buildings and structures on the Real Property: (i) have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), and are adequate and suitable for their present uses; (ii) currently have access to public roads or valid easements over private streets or private property for such ingress to and egress from all such buildings and structures; and (iii) currently have access to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is materially necessary for the conduct of the Business. To the knowledge of Seller, none of the buildings or structures on the Real Property substantially encroaches upon real property of another Person, and no building or structure of any other Person substantially encroaches upon any Real Property.

(i) To the knowledge of Seller, the Real Property, and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any Applicable Law relating to building, zoning, subdivision and other land use.

(j) None of the Purchased Assets is an equity interest in an entity.

Section 3.16. Sufficiency of and Title to the Purchased Assets . The Purchased Assets (i) constitute all of the property and assets used or held for use in the Business (other than Excluded Assets) and (ii) except for the cash included in the Excluded Assets, are adequate to conduct the Business as currently conducted.

(b) Upon consummation of the transactions contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.

Section 3.17. Products . Each of the products produced or sold by Seller in connection with the Business is, and at all times up to and including the sale thereof has been, (i) in compliance in all material respects with all Applicable Laws and (ii) fit for the ordinary purposes for which it is intended to be used and conforms in all material respects to any promises or affirmations of fact made on the container or label for such product or in connection with its sale. There is no design defect with respect to any of such products and each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with Applicable Laws, and current industry practice with respect to its contents and use.

Section 3.18. Intellectual Property .

(a) Section ‎ 3.18(a)(i) of the Seller Disclosure Schedule contains a true and complete list of all of the registrations and applications for registrations for Intellectual Property Rights included in the Owned Intellectual Property Rights. ‎ Section 3.18(a)(ii) contains a true and complete list of all material agreements (whether written or otherwise, including license agreements, research agreements, development agreements, distribution agreements, settlement agreements, consent to use agreements and covenants not to sue, but excluding licenses for off-the-shelf computer software that are generally available on nondiscriminatory pricing terms) to which Seller is a party or otherwise bound, granting or restricting any right to use, exploit or practice any Intellectual Property Rights that are used or held for use in the Business as currently conducted.

(b) The Licensed Intellectual Property Rights and the Owned Intellectual Property Rights together constitute all the Intellectual Property Rights necessary to, or used or held for use in, the Business as currently conducted. There exist no restrictions on the disclosure, use, license or transfer of the Owned Intellectual Property Rights. The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Owned Intellectual Property Rights or Licensed Intellectual Property Rights.

(c) Seller has not given to any Person an indemnity in connection with any Intellectual Property Right, other than customary indemnities that arise under standard form sales contracts used in the Business.

(d) Seller has not infringed, misappropriated or otherwise violated any Intellectual Property Right of any third person. There is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of Seller, threatened against or affecting, Seller or any present or former officer, director or employee of Seller (i) based upon, or challenging or seeking to deny or restrict,

the rights of Seller in any of the Owned Intellectual Property Rights and the Licensed Intellectual Property Rights, (ii) alleging that the use of the Owned Intellectual Property Rights or the Licensed Intellectual Property Rights or any services provided, processes used or products manufactured, used, imported or sold by Seller with respect to the Business do or may conflict with, misappropriate, infringe or otherwise violate any Intellectual Property Right of any third party or (iii) alleging that Seller infringed, misappropriated or otherwise violated any Intellectual Property Right of any third party. Seller has not received from any third party an offer to license any Intellectual Property Rights of such third party for use in the Business.

(e) None of the Owned Intellectual Property Rights and Licensed Intellectual Property Rights material to the operation of the Business has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of Seller, all such Owned Intellectual Property Rights and Licensed Intellectual Property Rights are valid and enforceable.

(f) Seller holds all right, title and interest in and to all Owned Intellectual Property Rights and all of the licenses under the Licensed Intellectual Property Rights, free and clear of any Lien. In each case where a patent or patent application, trademark registration or trademark application, service mark registration or service mark application, or copyright registration or copyright application included in the Owned Intellectual Property is held by assignment, the assignment has been duly recorded with the Governmental Authority from which the patent or registration issued or before which the application or application for registration is pending. Except as set forth in Section 3.18(f) of the Seller Disclosure Schedule, Seller has taken all actions necessary to maintain and protect the Owned Intellectual Property Rights and their rights in the Licensed Intellectual Property Rights, including payment of applicable maintenance fees and filing of applicable statements of use.

(g) Except as set forth in Section 3.18(g) of the Seller Disclosure Schedule, to the knowledge of Seller, no Person has infringed, misappropriated or otherwise violated any Owned Intellectual Property Right or Licensed Intellectual Property Right. Seller has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights of Seller that are material to the Business and the value of which is contingent upon maintaining the confidentiality thereof. None of the Intellectual Property Rights that are material to the Business and the value of which to the Business is contingent upon maintaining the confidentiality thereof, has been disclosed other than to employees, representatives and agents of Seller all of whom are bound by written confidentiality agreements that are part of Seller’s employee handbook, in the form previously disclosed to Buyer.

(h) Except as set forth in Section 3.18(h) of the Seller Disclosure Schedule, Seller has taken reasonable steps in accordance with normal industry practice to preserve and maintain reasonably complete notes and records relating

to the Owned Intellectual Property Rights and the Licensed Intellectual Property Rights.

(i) With respect to pending applications and applications for registration of the Owned Intellectual Property Rights and the Licensed Intellectual Property Rights that are material to the Business, Seller is not aware of any reason that could reasonably be expected to prevent any such application or application for registration from being granted with coverage substantially equivalent to the latest amended version of the pending application or application for registration. None of the trademarks, service marks, applications for trademarks and applications for service marks included in the Owned Intellectual Property Rights that are material to the Business has been the subject of an opposition or cancellation procedure. None of the patents and patent applications included in the Owned Intellectual Property Rights that are material to the Business has been the subject of an interference, protest, public use proceeding or third party reexamination request.

(j) Except as set forth in Section 3.18(j) of the Seller Disclosure Schedule, all products sold by Seller, or any licensee of Seller, in connection with the Business and covered by a patent, trademark or copyright included in the Owned Intellectual Property Rights have been marked with the notice (applicable as of the date hereof) of all nations requiring such notice in order to allow the proprietor to collect damages for infringement of all such Intellectual Property Rights associated therewith.

Section 3.19. Insurance Coverage . ‎ Section 3.19 of the Seller Disclosure Schedule contains a list of all insurance policies and fidelity bonds relating to Seller, the Purchased Assets, the business and operations of the Business and its officers, directors and employees (collectively, the “ Insurance Policies ”). There is no claim by Seller pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds or in respect of which such underwriters have reserved their rights. All premiums payable under the Insurance Policies have been timely paid and Seller has otherwise complied fully with the terms and conditions of the Insurance Policies. The Insurance Policies (or other policies and bonds providing substantially similar insurance coverage) have been in effect since January 1, 2012 and remain in full force and effect. The Insurance Policies are of the type and scope and in amounts customarily carried by Persons conducting businesses similar to the Business. Seller does not know of any threatened termination of, premium increase with respect to, or material alteration of coverage under, any of the Insurance Policies. As of the Closing Date, Buyer and Parent are named as additional insureds with respect to each of the Insurance Policies. After the Closing, Seller shall continue to have in place coverage under the Insurance Policies with respect to events occurring prior to the Closing.

Section 3.20. Licenses and Permits . Section ‎ 3.20 of the Seller Disclosure Schedule correctly describes each material license, franchise, permit, certificate,

approval or other similar authorization affecting, or relating in any way to, the Purchased Assets or the Business (the “ Permits ”) together with the name of the Governmental Authority issuing such Permit. Except as set forth in Section ‎ 3.20 of the Seller Disclosure Schedule, (i) the Permits are valid and in full force and effect, (ii) Seller is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits and (iii) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Upon consummation of such transactions, Buyer will have all of the right, title and interest in all the Permits.

Section 3.21. Inventories . The inventories set forth in the Balance Sheet were properly stated therein at the lesser of cost or fair market value determined in accordance with GAAP consistently maintained and applied by Seller. Since the Balance Sheet Date, the inventories related to the Business have been maintained in the ordinary course of business consistent with past practice. All such inventories are owned free and clear of all Liens. All of the inventories recorded on the Balance Sheet consist of, and all inventories related to the Business on the Closing Date will consist of, items of a quality usable or saleable in the normal course of the Business consistent with past practices and are and will be in quantities sufficient for the normal operation of the Business in accordance with past practice. Except as disclosed in ‎ Section 3.21 of the Seller Disclosure Schedule, no inventory of the Business is held on consignment or otherwise by third parties. With respect to the Business, Seller is not in possession of any inventory not owned by it, including goods already sold.

Section 3.22. Finders’ Fees . Except for McGettigan, Wick & Co., LLC, whose fees and expenses are Excluded Liabilities and will be paid by Seller, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 3.23. Selling Documents. None of the documents or information required to be delivered to Buyer or Parent by Seller in connection with the transactions contemplated by this Agreement and the other Transaction Documents (which the parties agree includes documents and information provided to Buyer or Parent in the course of Buyer’s and Parent’s due diligence relating to this Agreement) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.

Section 3.24. Employees . ‎ Section 3.24 of the Seller Disclosure Schedule sets forth a true and complete list of (a) the names, titles, location, annual salaries and other compensation of all employees of the Business, and whether active or inactive (as defined in ‎ Section 9.02), and (b) the wage rates for non-salaried employees of the Business (by classification). None of such employees has

indicated to Seller that he intends to resign or retire as a result of the transactions contemplated by this Agreement, and none of such employees is subject to a collective bargaining agreement.

Section 3.25. Environmental Matters .

(a) In connection with or relating to the Purchased Assets, Business or Real Property, no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or review is pending or, to Seller’s knowledge, threatened by any Governmental Authority or other Person with respect to any matters relating to Seller, the Purchased Assets, Business or Real Property and relating to or arising out of any Environmental Law.

(b) There are no liabilities arising in connection with or in any way relating to Seller, the Purchased Assets, the Business or Real Property of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law; and there are no facts, events, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any such liability.

(c) There are no polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is or has been present at, on or under the Real Property or in any Purchased Asset or any other property previously owned, leased or operated by Seller.

(d) No Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at, on or under any Real Property or any other property previously owned, leased or operated by Seller.

(e) Neither the Real Property, nor any property previously owned, leased or operated by Seller, nor any property to which Seller has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances during the three year period ending on the Closing Date, is listed or, to Seller’s knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup.

(f) Seller is in compliance with all Environmental Laws and all Environmental Permits; such Environmental Permits are valid and in full force and effect and are transferable and will not be terminated or impaired or become terminable as a result of the transactions contemplated hereby.

(g) To Seller’s knowledge, there has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to any Purchased Asset or the Real Property, or any other property or facility previously owned or leased by Seller, which has not been delivered to Buyer at least 10 days prior to the date hereof.

(h) None of the Purchased Assets or the Real Property is located in New Jersey or Connecticut.

Section 3.26. Taxes .

(a) Seller has timely paid, or caused to be paid, all Taxes required to be paid, the non-payment of which would result in a Lien on any Purchased Asset, would otherwise adversely affect the Business or would result in Buyer becoming liable or responsible therefor.

(b) Seller has established, in accordance with GAAP applied on a basis consistent with that of preceding periods, adequate reserves for the payment of all Taxes which arise from or with respect to the Purchased Assets or the operation of the Business and are incurred in or attributable to a Pre-Closing Tax Period, the non-payment of which would result in a Lien on any Purchased Asset, would otherwise adversely affect the Business or would result in Buyer becoming liable therefor.

(c) All Tax Returns in respect of the Business and the Purchased Assets required to have been filed have been timely filed (taking into account any extension of time to file granted or obtained) and are true and correct in all material respects.

(d) No Tax Returns are required to be filed in connection with the Business or the Purchased Assets in any jurisdiction in which such Tax Returns are not currently being filed.

(e) Seller has not received from any Taxing Authority any written notice of proposed adjustment, deficiency or underpayment of any Taxes relating to the Business or the Purchased Assets, other than a proposed adjustment, deficiency or adjustment that has been satisfied by payment or settlement, or withdrawn.

(f) There is no claim, audit, action, suit, proceeding or investigation now pending or, to the knowledge of Seller, threatened with respect to Taxes of the Business or the Purchased Assets.

Section 3.27. Questionable Payments; Export Compliance.

(a) None of Seller or any of its current or former members, shareholders, managers, directors, executives, officers, representatives, agents or employees (in each case, when acting in such capacity or otherwise on behalf of

Seller), directly or indirectly: (i) has used or is using any funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees; (iii) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended; (iv) has established or maintained, or is maintaining, any fund of monies or other assets that is unlawful or that has not been recorded in the books and records of Seller; (v) has made at any time any false or fictitious entries on the books and records of Seller; or (vi) made any contribution, gift, bribe, payoff, influence payment, kickback or other similar payment to any Person, private or public, regardless of form, whether in money, property or service that is a violation of any Applicable Law.

(b) Seller has at all times been in compliance with all requirements of any United States Governmental Authority relating to export controls and economic sanctions. Seller has not conducted any activity with respect to its business or its assets, including the Business and the Purchased Assets, in violation of any laws relating to trade control, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the International Emergency Economic Powers Act, the Export Administration Regulations, the Trading with the Enemy Act or the various United States economic sanction and embargo programs codified in 31 C.F.R. Chapter V or in Executive Orders issued from time to time by the President of the United States, or any other United States export regulations. Seller has not caused, permitted or allowed any other Person, to conduct any such activity with respect to any of its business or assets, including the Business and the Purchased Assets. Seller is not subject to any action of any Governmental Authority that would restrict its ability to engage in export transactions, bar it from exporting or otherwise limit its exporting activities or sales to governmental bodies. Except to the extent permitted under Applicable Law, Seller has not, directly or indirectly, sold any product or provided any service to or on behalf of, or otherwise engaged in any transaction with or involving, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any Person identified on a United States government list. There are no disclosures, violations, fines and penalties that Seller has incurred due to any violations or any export control regulation enforced by any Governmental Authority.

Section 3.28. Investment Purpose; Accredited Investor; Inspections .

(a) Seller acknowledges that the Stock Consideration consists of shares of Parent Common Stock that have not been registered under the 1933 Act or under any state securities laws and may not be sold or transferred without compliance with applicable securities laws, pursuant to registration (pursuant to ‎ Section 7.01 hereof or otherwise) or exemption therefrom, and that the certificates representing such shares shall bear restrictive legends to such effect.

(b) Seller (i) is acquiring the Stock Consideration pursuant to an exemption from registration under the 1933 Act solely for investment for Seller’s own account and not with a view to, or for sale in connection with, any distribution thereof, (ii) will not sell or otherwise dispose of any shares of Stock Consideration, except in compliance with the registration requirements or exemption provisions of the 1933 Act and any other applicable securities laws, (iii) has sufficient knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Stock Consideration and of making an informed investment decision and is capable of bearing the economic risks of such investment and (iv) is an “accredited investor” (as that term is defined by Rule 501 of the 1933 Act). Seller acknowledges and agrees that the information referred to in Rule 502 under the 1933 Act is publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system maintained by the SEC and Seller has reviewed and understands such information.

(c) Seller has been given the opportunity to ask questions of and receive answers from Parent concerning Parent, Buyer, the Stock Consideration and other related matters. Seller further represents and warrants to Parent and Buyer that it has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the shares of Stock Consideration and that Parent has made available to such Seller or its Representatives all documents and information relating to an investment in the Stock Consideration requested by or on behalf of Seller. In evaluating the suitability of an investment in the Stock Consideration, Seller has not relied upon any other representations or other information (other than as contemplated by the preceding sentences) whether oral or written made by or on behalf of Parent or Buyer. Without limiting the generality of the foregoing, Seller acknowledges that none of Parent, Buyer or any of their respective Affiliates makes any representation or warranty with respect to the Stock Consideration, except as expressly set forth in this Agreement or in the case of fraud or intentional misrepresentation.

(d) Rule 144. Seller acknowledges, on behalf of itself and its shareholders, that the shares of Parent Common Stock representing the Stock Consideration must be held indefinitely unless subsequently registered under the 1933 Act (pursuant to ‎ Section 7.01 hereof or otherwise) or unless an exemption from such registration is available. Seller is aware of, and has made its shareholders aware of, the provisions of Rule 144 promulgated under the 1933 Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Section 3.29. Customers; Suppliers .

(a) ‎ Section 3.29 of the Seller Disclosure Schedule sets forth the names of the five (5) most significant customers (by dollar amount of sales) of the Business for the year ended December 31, 2013, and the period from January 1,

2014 through September 30, 2014 (each, a “ Significant Customer ” and collectively, the “ Significant Customers ”), and the approximate dollar amount of sales for each such customer during such periods. Seller has not received express written or oral notice from any Significant Customer that it intends to cease, and to the knowledge of Seller, no Significant Customer has ceased, will cease, or is reasonably likely to cease, to purchase the products of the Business or has substantially reduced, intends to substantially reduce, or is reasonably likely to substantially reduce the purchase by it of the aggregate amount of products from the Business (determined by reference to the market share of the aggregate amount of products purchased from the Business by such Significant Customer), whether as a result of the transactions contemplated hereby or otherwise.

(b) ‎ Section 3.29 of the Seller Disclosure Schedule sets forth the names of the five (5) most significant suppliers (by dollar amount of purchases) of the Business for the year ended December 31, 2013, and the period from January 1, 2014 through September 30, 2014 (each, a “ Significant Supplier ” and collectively, the “ Significant Suppliers ”), and the approximate dollar amount of purchases from each such supplier during such periods. Seller has not received express written or oral notice from any Significant Supplier that it intends to cease, and to the knowledge of Seller, no Significant Supplier has ceased, will cease, or is reasonably likely to cease, to supply or support its products or services to the Business or has substantially reduced, intends to substantially reduce, or is reasonably likely to substantially reduce the supply or support of such products or services to the Business, or materially and adversely change the terms of such supply or support, whether as a result of the transactions contemplated hereby or otherwise.

(c) Since December 31, 2013, Seller has not received any communication from any Significant Customer regarding any material complaints regarding or related to Seller’s products, performance or services (including with respect to their quality or conformity with specifications).

ARTICLE 4

Representations and Warranties of Parent and Buyer

Subject to ‎ Section 11.03, except as disclosed in the Buyer Disclosure Schedule, or in any Parent SEC Document filed or furnished prior to the date hereof, each of Parent and Buyer represents and warrants to Seller as of the date hereof that:

Section 4.01. Existence and Power . Each of Parent and Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, with all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on their respective businesses as now conducted. Parent has heretofore made available to Seller true and complete copies of the certificate of incorporation and bylaws of

Parent and Buyer, in each case as in effect as of the date of this Agreement (together with all amendments thereto).

Section 4.02. Corporate Authorization .

(a) The execution, delivery and performance by Parent and Buyer of this Agreement and the other Transaction Documents to which Parent and/or Buyer are parties and the consummation of the transactions contemplated hereby and thereby are within the respective powers of Parent and Buyer and have been duly authorized by all necessary corporate action on the part of Parent and Buyer. Each of this Agreement and each other Transaction Documents to which Parent and/or Buyer are parties constitute a valid and binding agreement of Parent and Buyer, as applicable, enforceable against Parent and Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

(b) The Stock Consideration to be issued and delivered to Seller as part of the Purchase Price has been duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of Parent’s stockholders.

Section 4.03. Ownership and Activities of Buyer . Parent, directly or indirectly, owns all of the issued and outstanding shares of common stock of Buyer. As of the date hereof, except for obligations or liabilities incurred in connection with its organization and except for the transactions contemplated by this Agreement, Buyer has not engaged in any other business activities or incurred any other obligations or liabilities, or entered into any agreements or arrangements with any Person, that would interfere with the transactions contemplated by this Agreement.

Section 4.04. Governmental Authorization . The execution, delivery and performance by Parent and Buyer of this Agreement and the other Transaction Documents to which Parent and/or Buyer are parties and the consummation of the transactions contemplated hereby and thereby require no material action by or in respect of, or material filing with, any Governmental Authority other than (a) compliance with any applicable requirements of the 1934 Act and (b) compliance with any applicable requirements of the 1933 Act.

Section 4.05. Noncontravention . The execution, delivery and performance by Parent and Buyer of this Agreement and the other Transaction Documents to which Parent and/or Buyer are parties and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the respective certificates of incorporation or bylaws of Parent or Buyer or (ii)

assuming compliance with the matters referred to in ‎ Section 4.04, violate any material Applicable Law.

Section 4.06. Financing . Buyer has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Cash Consideration payable at Closing and any other amounts to be paid by it hereunder.

Section 4.07. Litigation . There is no action, suit, investigation or proceeding pending against, or to the knowledge of Parent or Buyer, threatened, against or affecting, Parent or Buyer before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) any Governmental Authority or arbitrator which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 4.08. Finders’ Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Parent or Buyer who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 4.09. Parent’s and Buyer’s Investigation and Reliance . Parent and Buyer have conducted their own independent investigation, review and analysis of the Business and the Purchased Assets, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller for such purpose. Parent and Buyer acknowledge and agree that: (a) in making their decision to enter into this Agreement and to consummate the transactions contemplated hereby, they have relied solely upon their own investigation and the express representations and warranties of Seller set forth in this Agreement (including related portions of the Seller Disclosure Schedule); (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Seller Disclosure Schedule); and (c) subject in all respects to the representations and warranties set forth in this Agreement (including the related portions of the Seller Disclosure Schedule), Buyer is purchasing the Purchased Assets “ AS IS ”, “ WHERE IS ”, and “ WITH ALL FAULTS ”, based upon the condition of the Purchased Assets as of the Closing Date.

Section 4.10. SEC Documents. Since January 1, 2013, Parent has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the 1934 Act or the 1933 Act (all such forms, reports, schedules, statements and other documents, as amended or corrected by subsequent forms, reports, schedules, statements and other documents since the time of filing, collectively, the “ SEC Documents ”). Parent’s SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements, on the dates

of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects (other than with respect to timeliness of filing) with the applicable requirements of the 1934 Act and the 1933 Act, as the case may be.

ARTICLE 5

Covenants of Seller

Seller agrees that:

Section 5.01. Access to Information; Confidentiality .

(a) After the Closing, Seller and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Business, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or its Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Business. The obligation of Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information but in no event less than reasonable care.

(b) On and after the Closing Date, subject to Applicable Law, Seller will afford promptly to Parent and Buyer and their respective Representatives reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller.

Section 5.02. Payment of Excluded Liabilities and Amounts Due to Buyer under Purchase Price Adjustment.

(a) Seller shall pay in full when due, or make adequate provision for the payment in full when due of, (i) all of the Excluded Liabilities (including, without limitation, the Seller Acquisition Expenses and Change of Control Payments) and (ii) all amounts required to be paid by Seller to Buyer pursuant to ‎‎ Section 2.08.

(b) Until the determination of the Final Closing Adjustment and, if Seller owes the Final Closing Adjustment Payment to Seller, Seller’s payment of

the Final Closing Adjustment Payment pursuant to ‎ Section 2.08(c), Seller shall not (i) dissolve, (ii) make any distribution of the Cash Consideration, or (iii) otherwise transfer, sell, assign, pledge or encumber, directly or indirectly, any of the Cash Consideration, except, in the case of clause (ii) or (iii), to the extent that, immediately following any such distribution or other transfer, sale, assignment, pledge or encumbrance, Seller would be solvent and retain unrestricted cash of at least $1,500,000, free and clear of all Liens.

(c) To the extent Seller distributes any shares of Parent Common Stock to its shareholders in one or more distributions following the Closing (each a “ Distribution ”), Seller covenants to Buyer and Parent that each Distribution shall be pursuant to a transaction registered or exempt from the registration requirements under the 1933 Act. Seller further covenants to Buyer and Parent that any Distribution to Seller’s shareholders will be conditioned, to the extent advisable upon the advice of counsel, on receipt by Seller of appropriate representations from such shareholders to establish the availability or applicability of such exemption from registration under the 1933 Act. Seller further covenants to Parent and Buyer that it will ensure that each of Seller’s shareholders receiving Parent Common Stock in a Distribution acknowledges and understands that the issuance of the shares of Parent Common Stock pursuant to this Agreement, and such Distribution, has not been registered under the 1933 Act and may not be sold or transferred without compliance with applicable securities laws, pursuant to registration or exemption therefrom, and that the certificates representing such shares shall bear restrictive legends to such effect.

Section 5.03. Financial Statements.

(a) Seller acknowledges that Parent will be required to include audited financial statements of Seller in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) and in any registration statement filed with the SEC by Parent pursuant to the 1933 Act. Within forty-five (45) days of the Closing Date, Seller shall, at Seller’s expenses, prepare and deliver the audited financial statements and reports of Seller which are necessary for compliance, in form and content, with the applicable financial statement requirements of Parent pursuant to Rule 3-05 of Regulation S-X, which Seller agrees shall include audited financial statements for the year ended December 31, 2014 (the “ Required Financial Statements ”). In addition, Seller shall use commercially reasonable efforts to assist Parent in the preparation of the pro forma financial information with respect to the business combination contemplated by this Agreement required by Article 11 of Regulation S-X of the SEC.

(b) Seller shall use commercially reasonable efforts to cause Lautze & Lautze to cooperate with Parent to the extent necessary in connection with this ‎ Section 5.03, including to deliver to Parent any consent that Parent is obligated to file with the SEC with respect to the Required Financial Statements and the

reference to them as “experts” in any filing of Parent with the SEC that includes the Required Financial Statements.

(c) The Required Financial Statements shall be prepared in accordance with GAAP consistently applied throughout the periods covered by each such statement, shall be consistent with the books and records of Seller, and shall fairly present, in all material respects, the financial condition of Seller as of the respective dates and the results of operations and cash flows of Seller for the respective periods then ended.

(d) Effective as of the Closing, Seller will change its legal name so as not to include any Seller Mark. From and after the Closing, except for banking purposes solely to the extent necessary to deposit outstanding checks and collect the Trade Accounts Receivable, Seller shall not use or license, or permit any third party to use, any trademark, service mark or other source identifier that includes any Seller Mark. For purposes of this Section, “ Seller Mark ” means the term “Marchi Thermal Systems, Inc.” and any trademark, service mark or other source identifier that includes such term, is a derivative or variation thereof or is confusingly similar thereto.

(e) Further Assurances . Following the Closing, Seller shall, and shall cause its Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Buyer or Parent to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents. To the extent that Buyer cannot be granted possession in respect of any Purchased Assets as of the Closing Date, such Purchased Assets shall be held by Seller for and on behalf of Buyer. As promptly as practical following the Closing Date, Seller shall, and shall cause its Affiliates to, obtain any consent required to be obtained (pursuant to Applicable Law, Contract or otherwise) by Seller in connection with the transactions contemplated by this Agreement or the Transaction Documents to which it is a party, including those consents listed on ‎ Section 3.07 of the Seller Disclosure Schedule. Seller shall promptly deliver to Buyer a copy of each such consent obtained.

ARTICLE 6

Covenants of Buyer and Seller

Parent, Buyer and Seller agree that:

Section 6.01. Attorney. Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in the name of Buyer, or in the name of Seller but for the benefit of Buyer, (a) to collect for the account of Buyer any items of Purchased Assets and (b) subject to ‎ Section 10.02 and ‎ Section 10.03 hereof, to institute and prosecute all proceedings which Buyer may in its sole

discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. For the avoidance of doubt, the foregoing powers shall not include any power to collect the Trade Accounts Receivable.

Section 6.02. Public Announcements . The parties agree that Parent shall be entitled to issue a press release (the “ Press Release ”) and one or more Form 8-Ks with respect to the announcement of this Agreement and the transactions contemplated hereby (the “ Announcements ”); provided that unless required by Applicable Law or stock exchange requirements, in no event shall such Announcements disclose the shareholders of Seller. Parent shall prepare the initial draft of any such Press Release, provide Seller with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, and consider any such comments of Seller in good faith and use reasonable efforts to resolve any disagreements with Seller on the contents of such Press Release before it is issued. Other than as provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, Parent and Buyer shall not issue any such press release or make any such public statement without the prior consent of Seller (which consent shall not be unreasonably withheld or delayed), Seller shall not issue any such press release or make any such public statement without the prior consent of Parent, and no such press release or public announcement shall disclose the shareholders of Seller unless required by Applicable Law or stock exchange requirements; provided, however , that if disclosure is required by Applicable Law, Parent, Buyer and Seller shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirements prior to making any disclosure so that such other parties may seek an appropriative protective order; provided, further , that after the transactions contemplated hereby have been announced, Parent shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is consistent with any public statement previously issued or made by Parent in accordance with the provisions of this ‎ Section 6.02 or that are required to be disclosed pursuant to the 1933 Act, the 1934 Act or the requirements of any national securities exchange.

Section 6.03. WARN Act . The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”) as a result of the transactions contemplated by this Agreement. Buyer will be responsible for providing any notification that may be required under the WARN Act with respect to any Transferred Employees. Seller will be responsible for providing any notification

that may be required under the WARN Act with respect to any employees of the Business that are not Transferred Employees.

Section 6.04. Delivery of Post-Closing Correspondence. Following the Closing: (i) Seller shall promptly forward to Buyer any mail (including electronic mail) and other correspondence that Seller or any of its Affiliates receives after the Closing Date that relates to the Business or the Purchased Assets or is otherwise intended for the owner of the Business or the Purchased Assets; and (ii) Buyer shall promptly forward to Seller any mail (including electronic mail) and other correspondence that Buyer or any of its Affiliates receives after the Closing Date that relates to the Excluded Assets or the Excluded Liabilities.

ARTICLE 7

SEC Registration.

Parent and Seller agree that:

Section 7.01. Shelf Registration; Parent’s Obligations. Subject to compliance by Seller of Seller’s obligations under ‎ Section 7.02:

(a) Parent shall, as soon as reasonably practicable following the Closing, and in any event within 15 days thereof, file a registration statement (the “ Registration Statement ”) with the SEC to effect the registration under the 1933 Act of the resale of the shares of Parent Common Stock received by Seller at Closing (together with any shares of Parent Common Stock issued in connection with any stock dividend, split, combination or recapitalization on, of or with respect to such shares, collectively, the “ Registrable Shares ”) pursuant to Rule 415 promulgated under the 1933 Act. Parent shall provide Seller with an opportunity to review and comment on the Registration Statement prior to its filing.

(b) The Registration Statement shall be filed on an SEC form appropriate for the resale of the Shares under the 1933 Act; provided, that the Registration Statement shall be on Form S-3 unless Parent is not then eligible to register for resale the Registrable Shares on Form S-3, in which case such Registration Statement shall be on another appropriate form for such purpose and shall contain (except if otherwise required by the 1933 Act) a plan of distribution reasonably agreed upon by Parent and Seller.

(c) Parent shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable. After the Registration Statement is filed, Parent shall respond as promptly as practicable to comments made by the staff of the SEC to such Registration Statement.

(d) The Registration Statement shall comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the SEC promulgated thereunder and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading.

(e) Parent will use its reasonable commercial efforts to keep the Registration Statement effective to sell Registrable Shares on a continuous basis, until the earlier of (i) such date as all of the Registrable Shares have been resold or (ii) such date as all of the Registrable Shares may be resold by Seller without registration under the 1933 Act pursuant Rule 144(b)(1) of the 1933 Act (or any successor or similar rule then in force).

(f) Parent may, by written notice to Seller, refuse to permit Seller to resell any Registrable Shares pursuant to the Registration Statement if, as a result of an event or set of facts or circumstances wholly or partly outside of Parent’s control, Parent has determined in good faith that such a sale would be in violation of the requirements of the 1933 Act and the regulations promulgated by the SEC thereunder; provided, however, that in order to exercise this right, Parent must furnish Seller with a certificate signed by the Chief Executive Officer of Parent stating that in the good faith judgment of Parent, suspension of the sale of shares under the Registration Statement is necessary because such a sale would be in violation of the requirements of the 1933 Act and the regulations promulgated by the SEC thereunder. Furthermore, Parent may not exercise such suspension right unless it has imposed a trading blackout under its insider trading policy for a contemporaneous or longer period of time on its directors and executive officers, and instituted a similar suspension of trading with respect to any other shelf registration statements that Parent has in effect at that time.

(g) If Parent refuses to permit Seller to resell any Registrable Shares pursuant to ‎‎ Section 7.01(f), Parent shall, as promptly as practicable following the termination of the circumstance which entitled Parent to do so, take such actions as may be reasonably necessary to file or reinstate the effectiveness of the Registration Statement and/or give written notice to Seller authorizing it to resume sales pursuant to the Registration Statement. If as a result thereof, the prospectus included in the Registration Statement has been amended or supplemented to comply with the requirements of the 1933 Act, Parent shall provide to Seller such revised prospectus or prospectus supplement, and Seller shall make no offers or sales of shares pursuant to the Registration Statement other than by means of such revised prospectus or prospectus supplement.

(h) For the avoidance of doubt, no exercise by Parent of its right to restrict Seller’s resale of Registrable Shares pursuant to the Registration Statement pursuant to this ‎ Section 7.01 shall restrict Seller’s ability to resell Registrable Shares pursuant to Rule 144, to the extent permitted by such Rule and otherwise made in compliance with insider trading laws.

(i) Parent agrees to indemnify and hold harmless Seller against any Damages to which Seller may become subject by reason of any untrue statement of a material fact contained in the Registration Statement, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages arise out of, or are based upon, information furnished to Parent by or on behalf of Seller or its shareholders for use in the Registration Statement.

Section 7.02. Shelf Registration; Seller’s Obligations.

(a) Seller will provide Parent all information reasonably requested by Parent from Seller or its shareholders in order to file the Registration Statement and any amendment, exhibit, supplement or correspondence thereto and shall execute such documents in connection with such registration as may be reasonably required. Seller further agrees to furnish promptly to Parent in writing all information reasonably requested from time to time in order to make the information previously furnished to Parent by Seller not materially misleading.

(b) Seller, by Seller’s acceptance of the Registrable Shares, agrees to cooperate in all commercially reasonable respects with Parent as requested by Parent in connection with the preparation and filing of the Registration Statement.

(c) Seller agrees that, upon receipt of any notice from Parent pursuant to ‎‎ Section 7.01(f), Seller will immediately discontinue disposition of the Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until Seller’s receipt of written notice from Parent as contemplated by ‎‎ Section 7.01(g) and, if so directed by Parent, Seller shall deliver to Parent or destroy (and deliver to Parent a certificate of destruction) all copies in Seller’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice.

Section 7.03. Expenses of Registration. Parent shall pay all Registration Expenses (as defined below) in connection with any registration, qualification or compliance hereunder, and Seller shall pay all Selling Expenses (as defined below) and other expenses that are not Registration Expenses relating to the Registrable Shares to be resold by Seller. “ Registration Expenses ” shall mean all expenses, except for Selling Expenses, incurred by Parent in complying with the registration provisions set forth herein, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for Parent, blue sky fees and expenses and the expense of any special audits incident to or required in connection with any such registration. “ Selling Expenses ” shall mean selling commissions, underwriting fees, expenses of counsel to Seller and stock transfer taxes applicable to the Registrable Shares.

ARTICLE 8

Tax Matters

Section 8.01. Tax Cooperation; Allocation of Taxes .

(a) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Assets or the Business.

(b) Seller shall be liable for any Apportioned Tax Obligations for a Pre-Closing Tax Period. All Apportioned Tax Obligations for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Apportioned Tax Obligations that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Apportioned Tax Obligations that is attributable to the Post-Closing Tax Period.

(c) All Transfer Taxes incurred in connection with the transactions contemplated by this Agreement, whether payable on or after the Closing, shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Buyer and Seller shall cooperate in providing each other (and any relevant Taxing Authority) with any appropriate resale exemption certifications and other similar documentation to ensure that all appropriate exemptions are applied by the relevant Taxing Authorities.

(d) Apportioned Tax Obligations and Transfer Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by Applicable Law. The paying party shall be entitled to reimbursement from the non-paying party in accordance with ‎ Section 8.01(b) or ‎ Section 8.01(c), as the case may be; provided that Seller shall not be required to pay any Apportioned Tax Obligations and Transfer Taxes reflected in the Estimated Seller Apportioned Tax Obligations and Transfer Taxes and that reduced the amount paid by Buyer pursuant to ‎ Section 2.06(a)(iv). Upon payment of any such Apportioned Tax Obligation or Transfer Tax, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under ‎ Section 8.01(b) or ‎ Section 8.01(c), as the case may be together with such supporting evidence as is reasonably necessary to calculate the amount

to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than 10 days after the presentation of such statement. Any payment not made within such time shall bear interest at the rate set forth in ‎ Section 2.08(e) for each day until paid.

ARTICLE 9

Employee Benefits

Section 9.01. Employee Benefits Representations . Seller hereby represents and warrants to Buyer that:

(a) Section ‎ 9.01(a) of the Seller Disclosure Schedule contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Seller or any of its ERISA Affiliates and covers any employee or former employee of the Business, or with respect to which Seller or any of its ERISA Affiliates has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Buyer together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and Tax Return (Form 990), if applicable, prepared in connection with any such plan or trust. Such plans, agreements and arrangements (without regard to materiality) are referred to collectively herein as the “ Employee Plans .”

(b) None of Seller or any of its ERISA Affiliates sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA.

(c) None of Seller or any ERISA Affiliate of Seller contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “ Multiemployer Plan ”).

(d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has made available to Buyer copies of the most recent Internal Revenue

Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that could result in payment or assessment by or against the Business, Buyer or any of its Affiliates of any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code.

(e) There is no current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Business, except as required to avoid excise tax under Section 4980B of the Code. No condition exists that would prevent Seller from amending or terminating any Employee Plan providing health or medical benefits in respect of any active employee of the Business other than limitations imposed under the terms of a collective bargaining agreement.

(f) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Business that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code.

(g) Except as may be set forth in the Offer Letters or may arise from the action of Purchaser or Buyer, no Transferred Employee will become entitled to any bonus, retirement, severance, job security or similar benefit, or the enhancement of any such benefit, as a result of the transactions contemplated hereby.

(h) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of Seller, threatened against or involving, any Employee Plan before any arbitrator or any Governmental Authority.

(i) No Employee Plan is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. Seller does not have any obligation to gross-up, indemnify or otherwise reimburse any current or former service provider for any tax incurred by such service provider under Section 409A or 4999 of the Code.

(j) Seller is not a party to or subject to, and is not currently negotiating in connection with entering into, any collective bargaining agreement or other contract or understanding with a labor union or similar organization.

(k) Seller is in material compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration,

safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of taxes.

(l) There is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the knowledge of Seller, threatened against or affecting Seller.

(m) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for Seller to enter into this Agreement or to consummate any of the transactions contemplated hereby.

Section 9.02. Employees and Offers of Employment . On the Closing Date, Seller shall terminate the employment of, and Buyer shall offer employment to, all active employees of the Business; provided , that, subject to the terms of the Offer Letters, Buyer may terminate at any time after the Closing Date the employment of any employee who accepts such offer. For purposes of this ‎ Article 9 and ‎ Section 3.24, the term “ active employee ” shall mean any Person who, on the Closing Date, is actively employed by Seller or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (such inactive employees shall be offered employment by Buyer as of the date they return to active employment), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall, as of the Closing date, (a) be at such salary or wage levels at least as favorable to each such employee as such employee’s total salary or wage level with Seller as of the Closing Date and (b) provide that each such employee shall be eligible to participate in the benefit and bonus plans of Parent to the full extent of Parent’s other similarly situated employees. Buyer shall provide for enrollment in Buyer’s employee benefit plans immediately upon commencement of employment with Buyer, without any waiting periods. The employees who accept and commence employment with Buyer are hereinafter collectively referred to as the “ Transferred Employees .” Seller will not take any action which would impede, hinder, interfere or otherwise compete with Buyer’s effort to hire any Transferred Employees. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with Buyer.

Section 9.03. Seller’s Employee Benefit Plans .

(a) Seller shall retain all obligations and liabilities under the Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller shall retain all liabilities and obligations in respect of benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans, and

neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Accrued benefits or account balances of Transferred Employees under the Employee Plans shall be fully vested as of the Closing Date.

(b) With respect to the Transferred Employees (including any beneficiary or dependent thereof), Seller shall retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker’s compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker’s compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans to the extent any such liability or obligation relates to the period prior to the Closing Date including liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies.

(c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability after the Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by an Employee Plan, until such time (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyer or one of its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person’s hospitalization has terminated. With respect to any Employee Plans covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyer or one of its Affiliates shall be responsible for such Employee Plans covering such pregnancies and maternity leave for the period subsequent to the Closing Date.

Section 9.04. Buyer Benefit Plans . Buyer or one of its Affiliates will recognize all service of the Transferred Employees with Seller: (i) for purposes of eligibility to participate in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by Buyer or one of its Affiliates immediately after the Closing Date; and (ii) for purposes of vacation accrual and severance.

Section 9.05. No Third Party Beneficiaries . No provision of this Article shall create any third party beneficiary or other rights in any employee or former

employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with either Buyer or the Business or any of their Affiliates and no provision of this ‎ Article 9 shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Employee Plan or any plan or arrangement which may be established by Buyer or any of its Affiliates. No provision of this Agreement shall constitute an amendment if, or a limitation on rights to amend, modify or terminate after the Closing Date any such plans or arrangements of Buyer or any of its Affiliates.

ARTICLE 10

Survival; Indemnification

Section 10.01. Survival . The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing required to be delivered pursuant to this Agreement shall survive the Closing until 15 months following the Closing Date; provided that the Fundamental Representations shall survive the Closing and continue in effect for the full period of all applicable statutes of limitations. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing required to be delivered pursuant to this Agreement shall survive the Closing indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law. Notwithstanding the preceding sentences, any breach of covenant, agreement, representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if notice of the inaccuracy thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

Section 10.02. Indemnification .

(a) Effective at and after the Closing, Seller hereby indemnifies Parent, Buyer, their respective Affiliates, officers, directors, managers, employees, agents, successors and assigns (collectively, the “ Buyer Indemnified Parties ”) against and agrees to hold each of them harmless from any and all damage, loss, liability and expense (including reasonable and documented expenses of investigation and reasonable attorneys’ fees and expenses) in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto (“ Damages ”) incurred or suffered by any Buyer Indemnified Party arising out of:

(i) any inaccuracy, misrepresentation or breach of warranty (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein in determining the amount of any

Damages) (each such misrepresentation and breach of warranty a “ Warranty Breach ”) or breach of covenant or agreement made or to be performed by Seller pursuant to this Agreement;

(ii) any error in the Balance Sheet; or

(iii) any Excluded Liability;

(b) Effective at and after the Closing, Buyer and Parent, jointly and severally, hereby indemnify Seller, its Affiliates, officers, directors, managers, employees, agents and successors and assigns (collectively, the “ Seller Indemnified Parties ”) against and agrees to hold each of them harmless from any and all Damages incurred or suffered by any Seller Indemnified Party arising out of any Warranty Breach or breach of covenant or agreement made or to be performed by Buyer and/or Parent pursuant to this Agreement.

Section 10.03. Third Party Claim Procedures.

(a) The party seeking indemnification under ‎ Section 10.02 (the “ Indemnified Party ”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “ Indemnifying Party ”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“ Third Party Claim ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Provided notice is given prior to the applicable survival date for such claim pursuant to ‎ Section 10.02, the failure to promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎ Article 10 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

(c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in ‎ Section 10.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎ Section 10.03(a), (ii) the Third Party Claim relates to or arises in connection with any

criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, or (vi) the Third Party Claim relates to Taxes.

(d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this ‎ Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates.

(e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs ‎ (b) and ‎ (c) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest.

(f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Section 10.04. Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎ Section 10.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Provided notice is given prior to the applicable survival date for such claim pursuant to ‎ Section 10.02, the failure to promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within 30 days following the receipt of a notice with respect to

any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim.

Section 10.05. Payment of Damages; Offset Against and Reduction of Holdback Amount. Any indemnification for Damages to which any Buyer Indemnified Party is entitled under this Agreement shall first be offset by Buyer against and reduce the Holdback Amount (to the extent thereof remaining as of such date); provided that for any Damages relating to a Warranty Breach (other than relating to the Fundamental Representations), no amount shall be offset against the Holdback until the Basket has been reached, and then only amounts in excess of the Basket may be so offset. If any claim for indemnification is under dispute by Seller at the time of a scheduled payment of the Holdback Amount to Seller, the amount of Damages underlying the applicable claim shall be withheld by Buyer from such payment until final resolution of the dispute and, if resolved in favor of Seller, shall be paid to Seller promptly following such resolution. To the extent that the amount of Damages payable pursuant to the applicable indemnification claim exceeds the then remaining amount of the Holdback Amount, the shortfall between the amount of Damages and the Holdback Amount shall be paid directly by Seller and the Holdback Amount shall be reduced to $0.

Section 10.06. Purchase Price Adjustment . Any amount paid by Seller pursuant to this ‎ Article 10 shall, for tax purposes, be treated as an adjustment to the Purchase Price.

Section 10.07. Limitations on Indemnification .

(a) With respect to Damages for any Warranty Breach by Seller under ‎ Section 10.02(a)(i) or by Buyer or Parent under ‎ Section 10.02(b) (in each case, other than for a Warranty Breach relating to any of the Fundamental Representations):

(i) the maximum aggregate liability of Seller for a Warranty Breach under ‎ Section 10.02(a)(i) and for Buyer and Parent for a Warranty Breach under ‎ Section 10.02(b), respectively, shall not exceed $4,150,000; and

(ii) neither Seller under Section 10.02(a)(i) , nor Buyer and Parent under Section 10.02(b), shall be required to indemnify the other party for Damages for a Warranty Breach (other than relating to the Fundamental Representations) under such Section until the aggregate amount of all such Damages exceeds $250,000 (the “ Basket ”), and then only for Damages in excess of the Basket.

(b) The aggregate liability of Seller, on the one hand, and of Buyer and Parent, on the other hand, for all indemnification obligations hereunder, except for indemnification obligations under ‎ Section 10.02(a)(iii), shall not exceed $41,500,000.

(c) An Indemnified Party seeking indemnification hereunder shall use commercially reasonable efforts to mitigate Damages for which such indemnification is sought.

(d) The “ Damages ” for which indemnification is provided pursuant to this Article 10 shall not include any incidental, indirect, consequential, punitive, exemplary, or special damages, losses, liabilities or expenses, or any lost profits or diminution in value, unless in each such case such claims are brought by a third party.

(e) The Buyer Indemnified Parties shall not be entitled to make any indemnification claim for Damages to the extent the item giving rise to such Damages was taken into account in the determination of, and included in, the Final Closing Adjustment Payment.

(f) No Indemnified Party shall be entitled to indemnification under this ‎ Article 10 for any amount to the extent such Indemnified Party or its Affiliate has been indemnified or otherwise compensated for such amount (including by receipt of insurance proceeds) pursuant to this Agreement or any other Contract; provided, that an Indemnified Party shall not be required to file any claim with respect to any insurance coverage (i) in the event that such Indemnified Party has other claims under such insurance policies that, when taken together with such Damages, would exceed the policy limits of the applicable insurance policies, or (ii) where such Indemnified Party reasonably concludes that seeking insurance coverage for such Damages would materially and adversely affect such Indemnified Party’s claims history, insurance premium, or ability to renew or replace such insurance coverage on acceptable terms (determined without reference to any claims such Indemnified Party has filed under such insurance coverage that do not relate to matters for which such Indemnified Party is entitled to indemnification hereunder).

Section 10.08. Sole Remedy . Notwithstanding anything to the contrary contained in this Agreement, the parties agree that the sole and exclusive remedy for any Warranty Breach (other than for claims based on (i) fraud, intentional misrepresentation or willful misconduct or (ii) breaches of Fundamental Representations) shall be the right of indemnification as and to the extent set forth in this ‎ Article 10, and in all events subject to all of the limitations herein, the parties waiving all and each other remedy available to them at law or in equity.

ARTICLE 11

Miscellaneous

Section 11.01. Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“ e-mail ”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to Parent or Buyer, to:

Ultra Clean Holdings, Inc.

26462 Corporate Avenue

Attention: Kevin (Casey) Eichler

Facsimile No.: 510-576-4401

E-mail: ceichler@uct.com

with a copy to (which shall not constitute notice):

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

Attention: Alan F. Denenberg

Facsimile No.: 650-752-3604

E-mail: alan.denenberg@davispolk.com

if to Seller, to:

Drake Associates, Inc.

c/o Greene Radovsky Maloney Share & Hennigh LLP

Four Embarcadero Center, Suite 4000

San Francisco, CA 94111

Attention: James Hawthorne & John Ma, c/o Richard L. Greene

Facsimile No.: (415) 777-4961

E-mail: jimhawthorne@gmail.com; zada94@yahoo.com

with a copy to (which shall not constitute notice):

Greene Radovsky Maloney Share & Hennigh

4 Embarcadero Center, Suite 4000

San Francisco, CA 94111

Attention: Richard L. Greene & Heather J. Kirlin

Facsimile No.: (415) 777-4961

E-mail: RGreene@greeneradovsky.com; hkirlin@greeneradovsky.com

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the

recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 11.02. Amendments and Waivers .

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 11.03. Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed. The fact that any item of information is contained in either the Seller Disclosure Schedule or the Buyer Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement. The inclusion of any information in either such Disclosure Schedule shall not be used as a basis for interpreting the term “material,” “materially” or “materiality” in the Agreement. The information contained in each Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information contained therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including without limitation, any violation of Applicable Law or breach of any Contract.

Section 11.04. Expenses . Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 11.05. 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; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto; except that Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of its Affiliates at any time and (ii) after the Closing Date, to any Person; provided that no such transfer or assignment will relieve Buyer of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Buyer.

Section 11.06. Governing Law . This Agreement shall be governed by and construed in accordance with the law of the State of California, without regard to the conflicts of law rules of such state.

Section 11.07. Jurisdiction . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of California or other California state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎ Section 11.01 shall be deemed effective service of process on such party.

Section 11.08. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.09. Counterparts; Effectiveness; Third Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The reproduction of signatures by means of facsimile device or electronic means (such as .pdf) shall be treated as though such reproductions are executed originals and each party covenants and agrees to provide the other parties with a copy of this Agreement bearing original

signatures within five (5) Business Days following transmittal by facsimile or other electronic means.

No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 11.10. Entire Agreement . This Agreement and the other Transaction Documents constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 11.11. Bulk Sales Laws . Buyer and Seller each hereby waive compliance by Seller with the provisions of the “bulk sales,” “bulk transfer” or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all Damages incurred or suffered by Buyer or any of its Affiliates as a result of any failure to comply with any such “bulk sales,” “bulk transfer” or similar laws.

Section 11.12. Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 11.13. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

[ Remainder of page intentionally left blank; signature pages follow ]

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

SELLER: MARCHI THERMAL SYSTEMS, INC.
By:	/s/ James Hawthorne
	Name:	James Hawthorne
	Title:	Chief Executive Officer

[ Signature Page to Asset Purchase Agreement ]

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

BUYER: DRAKE ACQUISITION SUBSIDIARY, INC.
By:	/s/ Kevin C. Eichler
	Name:	Kevin C. Eichler
	Title:	Treasurer and Secretary

PARENT: ULTRA CLEAN HOLDINGS, INC.
By:	/s/ Kevin C. Eichler
	Name:	Kevin C. Eichler
	Title:	Chief Financial Officer and Executive Vice President

[ Signature Page to Asset Purchase Agreement ]

EXHIBIT A

[Form of Assignment and Assumption Agreement]

EXHIBIT B

[Form of Offer Letter]

EXHIBIT C

[Form of Non-Competition Agreement]

EXHIBIT D

[Form of Assignment and Assumption of the Lease]

EXHIBIT E

[Form of Bill of Sale]

EXHIBIT F

[Form of Consulting Agreement]

EXHIBIT G

[Assignment of Letters Patent and Applications for Letters Patent]

EXHIBIT H

[Real Property Lease Guaranty]

SCHEDULE I

[Seller Disclosure Schedule]

SCHEDULE II

Buyer Disclosure Schedule

None.

SCHEDULE III

Estimated Closing Adjustment

SCHEDULE IV

Estimated Apportioned Tax Obligations and Transfer Taxes

Exhibit 10.1

EXECUTION VERSION

$80,000,000 SENIOR SECURED CREDIT FACILITIES

CREDIT AGREEMENT

dated as of February 2, 2015,

among

ULTRA CLEAN HOLDINGS, INC.,

as Borrower,

EAST WEST BANK

and

CITY NATIONAL BANK,

as Lenders and Joint Bookrunners,

EAST WEST BANK

as Administrative Agent, Issuing Lender and Swingline Lender,

and

THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO

TABLE OF CONTENTS

		Page

SECTION 1 DEFINITIONS		1

1.1	Defined Terms	1
1.2	Other Definitional Provisions	29

SECTION 2 AMOUNT AND TERMS OF COMMITMENTS		30

2.1	Term Commitments	30
2.2	Procedure for Term Loan Borrowing	30
2.3	Repayment of Term Loans	30
2.4	Revolving Commitments	31
2.5	Procedure for Revolving Loan Borrowing	31
2.6	Swingline Commitment	32
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	32
2.8	Overadvances	33
2.9	Fees	33
2.10	Termination or Reduction of Revolving Commitments, L/C Commitments	34
2.11	Additional Incremental Facility	34
2.12	Optional Term Loan Prepayments	34
2.13	Mandatory Prepayments	35
2.14	Conversion and Continuation Options	35
2.15	Limitations on Eurodollar Tranches	36
2.16	Interest Rates	36
2.17	Computation of Interest and Fees	36
2.18	Inability to Determine Interest Rate	36
2.19	Pro Rata Treatment and Payments	37
2.20	Illegality; Requirements of Law	39
2.21	Taxes	41
2.22	Indemnity	44
2.23	Change of Lending Office	44
2.24	Substitution of Lenders	44
2.25	Defaulting Lenders	45
2.26	Notes	47

SECTION 3 LETTERS OF CREDIT		47

3.1	L/C Commitment	47
3.2	Procedure for Issuance of Letters of Credit	48
3.3	Fees and Other Charges	48
3.4	L/C Participations	49
3.5	Reimbursement	49
3.6	Obligations Absolute	50
3.7	Letter of Credit Payments	50
3.8	Applications	50
3.9	Interim Interest	50
3.10	Cash Collateral	51
3.11	Additional Issuing Lenders	51
3.12	Resignation of the Issuing Lender	52
3.13	Applicability of ISP	52

SECTION 4 REPRESENTATIONS AND WARRANTIES		52

4.1	Financial Condition	52
4.2	No Change	53
4.3	Existence; Compliance with Law	53
4.4	Power, Authorization; Enforceable Obligations	53

4.5	No Legal Bar	53
4.6	Litigation	53
4.7	No Default	54
4.8	Ownership of Property; Liens; Investments	54
4.9	Intellectual Property	54
4.10	Taxes	54
4.11	Federal Regulations	54
4.12	Labor Matters	54
4.13	ERISA	54
4.14	Investment Company Act; Other Regulations	55
4.15	Subsidiaries	55
4.16	Use of Proceeds	55
4.17	Environmental Matters	55
4.18	Accuracy of Information, Etc.	56
4.19	Security Documents	56
4.20	Solvency	57
4.21	Designated Senior Indebtedness	57
4.22	Insurance	57
4.23	No Casualty	57
4.24	Accounts Receivable	57
4.25	Capitalization	57

SECTION 5 CONDITIONS PRECEDENT		57

5.1	Conditions to Initial Extension of Credit	57
5.2	Conditions to Each Extension of Credit	61

SECTION 6 AFFIRMATIVE COVENANTS		61

6.1	Financial Statements	61
6.2	Certificates; Reports; Other Information	62
6.3	Accounts Receivable	64
6.4	Payment of Obligations; Taxes	65
6.5	Maintenance of Existence; Compliance	65
6.6	Maintenance of Property; Insurance	65
6.7	Inspection of Property; Books and Records; Discussions	65
6.8	Notices	65
6.9	Environmental Laws	66
6.10	Deposit and Securities Accounts	67
6.11	Audits	67
6.12	Additional Collateral, Etc.	67
6.13	Insider Subordinated Indebtedness	68
6.14	Use of Proceeds	68
6.15	Designated Senior Indebtedness	68
6.16	Further Assurances	68

SECTION 7 NEGATIVE COVENANTS		68

7.1	Financial Condition Covenants	69
7.2	Indebtedness	69
7.3	Liens	70
7.4	Fundamental Changes	71
7.5	Disposition of Property	71
7.6	Restricted Payments	72
7.7	Investments

7.8	ERISA	74
7.9	Optional Payments and Modifications of Certain Preferred Stock and Debt Instruments	75
7.10	Transactions with Affiliates	75
7.11	Sale Leaseback Transactions	75
7.12	Swap Agreements	75
7.13	Accounting Changes	75
7.14	Negative Pledge Clauses	75
7.15	Clauses Restricting Subsidiary Distributions	75
7.16	Lines of Business	76
7.17	Designation of other Indebtedness	76
7.18	Prohibited Document Amendments; Certification of Certain Equity Interests	76
7.19	Amendments to Organizational Agreements and Material Contracts	76
7.20	Use of Proceeds	76
7.21	Subordinated Debt	76

SECTION 8 EVENTS OF DEFAULT

8.1	Events of Default	77
8.2	Remedies upon Event of Default	79
8.3	Application of Funds

SECTION 9 THE ADMINISTRATIVE AGENT		80

9.1	Appointment and Authority	80
9.2	Delegation of Duties	81
9.3	Exculpatory Provisions	81
9.4	Reliance by Administrative Agent	82
9.5	Notice of Default	82
9.6	Non-Reliance on Administrative Agent and Other Lenders	82
9.7	Indemnification	83
9.8	Agent in Its Individual Capacity	83
9.9	Successor Administrative Agent	83
9.10	Collateral and Guaranty Matters	84
9.11	Administrative Agent May File Proofs of Claim	85
9.12	No Other Duties, Etc.	85

SECTION 10 MISCELLANEOUS		85

10.1	Amendments and Waivers	85
10.2	Notices	87
10.3	No Waiver; Cumulative Remedies	88
10.4	Survival of Representations and Warranties	89
10.5	Expenses; Indemnity; Damage Waiver	89
10.6	Successors and Assigns; Participations and Assignments	90
10.7	Adjustments; Set-off	93
10.8	Payments Set Aside	94
10.9	Interest Rate Limitation	94
10.10	Counterparts; Electronic Execution of Assignments	94
10.11	Severability	95
10.12	Integration	95
10.13	GOVERNING LAW	95
10.14	Submission to Jurisdiction; Waivers	95
10.15	Acknowledgements	96
10.16	Releases of Guarantees and Liens	96
10.17	Treatment of Certain Information; Confidentiality	96

iii

10.18	Automatic Debits	97
10.19	Judgment Currency	97
10.20	Patriot Act	98

SCHEDULES

Schedule 1.1A:	Commitments
Schedule 1.1B:	Existing Letters of Credit
Schedule 4.4:	Governmental Approvals, Consents, Authorizations, Filings and Notices
Schedule 4.5:	Requirements of Law
Schedule 4.15:	Subsidiaries
Schedule 4.17:	Environmental Matters
Schedule 4.19(a):	Financing Statements and Other Filings
Schedule 4.25:	Capitalization
Schedule 7.2(d):	Existing Indebtedness
Schedule 7.3(f):	Existing Liens

EXHIBITS

Exhibit A:	Form of Guarantee and Collateral Agreement
Exhibit B:	Form of Compliance Certificate
Exhibit C:	Form of Closing Date Solvency Certificate
Exhibit D:	Form of Assignment and Assumption
Exhibit E:	Form of Addendum
Exhibit F-1:	Form of Revolving Loan Note
Exhibit F-2:	Form of Swingline Loan Note
Exhibit F-3:	Form of Term Loan Note
Exhibit G:	Form of Borrowing Base Certificate
Exhibit H:	Form of Notice of Borrowing
Exhibit I:	Form of Notice of Conversion/Continuation
Exhibits J-1 – J-4:	Forms of U.S. Tax Compliance Certificate

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “ Agreement ”), dated as of February 2, 2015, is entered into by and among ULTRA CLEAN HOLDINGS, INC. , a Delaware corporation (“ Borrower ”), EAST WEST BANK (“ EWB” ), as the Swingline Lender, the Issuing Lender, the administrative agent and collateral agent for the Lenders (in such capacity, the “ Swingline Lender ”, the “ Issuing Lender ” or “ Administrative Agent ” as the context may require), and the banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, including CITY NATIONAL BANK (“ CNB ”) and EWB (each a “ Lender ” and collectively, the “ Lenders ”),

WITNESSETH:

WHEREAS , Borrower and Silicon Valley Bank (“ SVB ”) are currently party to the Credit Agreement, dated as of July 3, 2012 (as amended, supplemented or otherwise modified from time to time, in accordance with the provisions thereof, the “ Existing Credit Agreement ”), pursuant to which SVB has made certain loans to Borrower and certain other Persons specified therein (the credit facility related to the Existing Credit Agreement pursuant to which SVB has made such loans to Borrower, the “ Existing Credit Facility ”);

WHEREAS , Borrower desires to obtain financing (a) in order to repay in full the existing indebtedness of Borrower under the Existing Credit Facility, (b) in order to facilitate the payment of transactional fees, costs, and expenses incurred in connection with the Loan Documents and the transactions contemplated hereby and thereby, and (c) for working capital financing, letter of credit facilities and other general corporate purposes;

WHEREAS , the Lenders have agreed to extend certain credit facilities to Borrower, upon the terms and conditions specified in this Agreement, in an aggregate principal amount not to exceed Eighty Million Dollars ($80,000,000), consisting of a Term Facility in the aggregate principal amount of Forty Million Dollars ($40,000,000), a Revolving Facility in an aggregate principal amount of up to Forty Million Dollars ($40,000,000), a L/C Facility in the aggregate availability amount of Twenty Million Dollars ($20,000,000) (as a sublimit of such Revolving Facility); and a swingline sub-facility in the aggregate availability amount of Five Million Dollars ($5,000,000) (as a sublimit of such Revolving Facility);

WHEREAS , Borrower has agreed to secure all of its Obligations by granting to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority lien (subject to Liens permitted by the Loan Documents) in substantially all of its assets, including Intellectual Property (other than any Excluded Assets), and pledge sixty-six percent (66%) of its Equity Interests in any First-Tier Foreign Subsidiary pursuant to the terms of the Guarantee and Collateral Agreement and the other Security Documents; and

WHEREAS , each of the Guarantors has agreed to guarantee the Obligations of Borrower and to secure its respective guarantee Obligations by granting to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority lien (subject to Liens permitted by the Loan Documents) in substantially all of such Guarantor’s assets, including Intellectual Property, (other than any Excluded Assets), and pledge sixty-six percent (66%) of its respective Equity Interests in any First-Tier Foreign Subsidiary, pursuant to the terms of the Guarantee and Collateral Agreement and the other Security Documents.

NOW, THEREFORE , the parties hereto hereby agree as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms . As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 .

“ ABR ”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect for such day plus one half of one percent (0.50%), and (c) the Eurodollar Rate plus one percent (1.00%). Any change in the ABR due to a change in any of the Prime Rate, the Federal Funds Rate or the Eurodollar Rate, as the case may be, shall be effective as of the opening of business on the effective day of such change.

“ ABR Loans ”: Loans, the rate of interest applicable to which is based upon the ABR.

“ Account Debtor ”: any Person who may become obligated to any Person under, with respect to, or on account of, an Account, chattel paper or general intangible (including a payment intangible). Unless otherwise stated, the term “Account Debtor,” when used herein, shall mean an Account Debtor in respect of an Account of Borrower.

“ Accounts ”: all “accounts” (as defined in the UCC) of a Person, including, without limitation, accounts, accounts receivable, monies due or to become due and obligations in any form (whether arising in connection with contracts, contract rights, instruments, general intangibles, or chattel paper), in each case whether arising out of goods sold or services rendered or from any other transaction and whether or not earned by performance, now or hereafter in existence, and all documents of title or other documents representing any of the foregoing, and all collateral security and guaranties of any kind, now or hereafter in existence, given by any Person with respect to any of the foregoing. Unless otherwise stated, the term “Account,” when used herein, shall mean an Account of Borrower.

“ Addendum ”: an instrument, substantially in the form of Exhibit E , by which a Lender becomes a party to this Agreement.

“ Administrative Agent ”: as defined in the recitals to this Agreement.

“ Affected Lender ”: as defined in Section 2.24 .

“ Affiliate ”: 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.

“ Agent Parties ”: as defined in Section 10.2(d)(ii) .

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to the sum of (a) the aggregate then unpaid principal amount of such Lender’s Term Loans, (b) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding, and (c) without duplication of clause (b), the L/C Commitment of such Lender then in effect (as a sublimit of the Revolving Commitment).

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: as defined in the preamble to this Agreement.

“ Applicable Margin ”: commencing on the date on which the Administrative Agent receives copies of the consolidated financial statements of Borrower and its consolidated Subsidiaries in respect of the Fiscal Quarter ended December 31, 2014, together with a Compliance Certificate in respect thereof as contemplated by Section 6.2(b) , the rate per annum set forth under the relevant column heading below:

Consolidated Leverage Ratio	Eurodollar Loans	ABR Loans	Letters of Credit
> 2.50:1.00	2.75%	0.00%	2.75%
> 1.50:1.00 but ≤ 2.50	2.50%	-0.25%	2.50%
> 1.00:1.00 but ≤ 1.50:1.00	2.25%	-0.50%	2.25%
≤ 1.00	2.00%	-0.75%	2.00%

Notwithstanding the foregoing, (a) until the delivery of the first Compliance Certificate required to be delivered pursuant to Section 6.2(b) in connection with the delivery by Borrower of the consolidated financial statements required to be delivered to the Administrative Agent pursuant to Section 6.1(b) in respect of the Fiscal Quarter ended December 31, 2014, and the related Compliance Certificate required by Section 6.2(b) , the Applicable Margin shall be the rates corresponding to a Consolidated Leverage Ratio of > 2.50:1.00 or more in the foregoing table, (b) if Borrower fails to deliver the financial statements required by Section 6.1(a) and the related

Compliance Certificate required by Section 6.2(b) , by the respective date required thereunder after the end of any related Fiscal Quarter, the Applicable Margin shall be the rates corresponding to the Consolidated Leverage Ratio of > 2.50:1.00 or more in the foregoing table until such financial statements and Compliance Certificate are delivered, and (c) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing.

If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, the Administrative Agent determines that (x) the Consolidated Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (y) a proper calculation of the Consolidated Leverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, for the benefit of the applicable Lenders, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the Consolidated Leverage Ratio would have resulted in lower pricing for such period, neither the Administrative Agent nor any Lender shall have any obligation to repay any interest or fees to Borrower.

“ Application ”: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“ Applied Materials Account ”: is an Account as to which Applied Materials is the Account Debtor.

“ Approved Fund ”: any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ ASM-Epsilon Research Account ”: is an Account as to which ASM-Epsilon is the Account Debtor.

“ Asset Acquisition Agreement ”: the Asset Acquisition Agreement, dated on or around the Closing Date, by and among Borrower, Drake Acquisition Subsidiary, Inc. and Marchi Thermal Systems, Inc.

“ Asset Sale ”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition of property permitted by clauses (a) through (l) of Section 7.5 ) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of (a) Two Hundred Fifty Thousand Dollars ($250,000), for purposes of Section 2.13(c) and (b) One Hundred Thousand Dollars ($100,000), for purposes of Section 6.8(e) .

“ Assignee Group ”: two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ”: an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6 ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by an electronic platform) approved by the Administrative Agent.

“ Available Revolving Commitments ”: at any time, an amount equal to (a) the lesser of (i) the aggregate Total Revolving Commitments of all Lenders in effect at such time, and (ii) the Borrowing Base in effect at such time, minus (b) the aggregate undrawn amount of all outstanding Letters of Credit at such time, minus (c) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time, minus (d) the aggregate principal balance of any Revolving Loans outstanding at such time; provided that for purposes of calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s pro rata share of the Available Revolving Commitment pursuant to Section 2.9(b) , the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“ Bankruptcy Code ”: Title 11 of the United States Code entitled “Bankruptcy.”

“ BBA LIBOR ”: as defined in the definition of “Eurodollar Base Rate.”

“ Benefitted Lender ”: as defined in Section 10.7(a) .

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ”: as defined in the preamble to this Agreement.

“ Borrower Designated Deposit Account ”: is the Deposit Account of Borrower designated as the “Borrower Designated Deposit Account” for purposes of Section 6.3(c) . For the avoidance of doubt, the “Borrower Designated Deposit Account” shall be _____________ Bank Deposit Account number ___________.

“ Borrowing Base ”: as of any date of determination by the Administrative Agent, from time to time, an amount equal to the sum of up to (a) eighty-five percent (85%) of the book value of Eligible Accounts as of such date, plus (b) thirty percent (30%) of Eligible Inventory as of such date, valued at the lower of cost (determined on a first in, first out basis) or market ( provided that the aggregate amount of availability under this clause (b) shall not exceed at any time the lesser of (x) Fifteen Million Dollars ($15,000,000), and (y) an amount equal to fifty percent (50%) of the aggregate amount of all Eligible Accounts included in the Borrowing Base at such time), plus (c) the lesser of (x) Ten Million Dollars ($10,000,000) or (y) thirty percent (30%) of non-U.S. cash and cash equivalents held in a Deposit Account of a Lender or an Affiliate of a Lender as of such date.

“ Borrowing Base Certificate ”: a certificate to be executed and delivered from time to time by Borrower in substantially the form of Exhibit G , or in such other form as shall be acceptable to the Administrative Agent in form and substance.

“ Borrowing Date ”: any Business Day specified by Borrower in a Notice of Borrowing as a date on which Borrower requests the relevant Lenders to make Loans to Borrower hereunder.

“ Business ”: as defined in Section 4.17(b) .

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by law to close; provided that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“ Capital Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”: all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, all equivalent ownership interests in a Person (other than a corporation) and all warrants, rights or options to purchase any of the foregoing.

“ Cash Collateralize ”: to deposit in a Controlled Account or to pledge and deposit with or deliver to (a) with respect to Obligations in respect of Letters of Credit, the Administrative Agent, for the benefit of one or more of the Lenders, as collateral for the L/C Exposure or obligations of the Lenders to fund participations in respect thereof, cash or Deposit Account balances or, if the Administrative Agent and the Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender; or (b) with respect to Obligations in respect of any Specified Swap Agreements, the applicable Qualified Counterparty, as Collateral for such Obligations, cash or Deposit Account balances or, if such Qualified Counterparty shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to such Qualified Counterparty. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six (6) months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than Two Hundred Fifty Million Dollars ($250,000,000); (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six (6) months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least Five Billion Dollars ($5,000,000,000).

“ Casualty Event ”: means any damage to or any destruction of, or any condemnation or other taking by any Governmental Authority of any property of the Loan Parties.

“ Certificated Securities ”: as defined in Section 4.19(a) .

“ Change of Control ”: the occurrence of one of the following: (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that is or are not stockholders of Borrower as of the Closing Date, becomes, or obtains rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of thirty-five percent (35%) or more of the ordinary voting power for the election of directors of Borrower (determined on a fully-diluted basis); (b) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); (c) at any time, Borrower ceases to own and control, of record and beneficially, directly or indirectly, one hundred percent (100%) of each class of outstanding Capital Stock of each Guarantor free and clear of all Liens (except Liens created by the Security Documents); or (e) at any time, any Loan Party suffers a material change in management.

“ Closing Date ”: the date on which all of the conditions precedent set forth in Section 5.1 are satisfied or waived by the Administrative Agent and the Lenders.

“ Closing Date Solvency Certificate ”: a solvency certificate in substantially the form of Exhibit C .

“ CNB ”: as defined in the preamble to this Agreement.

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

“ Collateral ”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. For the avoidance of doubt, no Excluded Asset (as such term is defined in the Guarantee and Collateral Agreement) shall constitute “Collateral.”

“ Collateral Information Certificate ”: the Collateral Information Certificate to be executed and delivered by the Loan Parties in existence as of the Closing Date pursuant to Section 5.1 , which certificate shall be in form and substance satisfactory to the Administrative Agent.

“ Collateral-Related Expenses ”: all costs and expenses of the Administrative Agent paid or incurred in connection with any sale, collection or other realization on the Collateral, including reasonable fees to the Administrative Agent and its agents and counsel, and reimbursement for all other costs, expenses and liabilities and advances made or incurred by the Administrative Agent in connection therewith (including as described in Section 6.6 of the Guarantee and Collateral Agreement), and all amounts for which the Administrative Agent is entitled to indemnification under the Security Documents and all advances made by the Administrative Agent under the Security Documents for the account of any Loan Party.

“ Commitment ”: as to any Lender, the sum of its Term Commitment and its Revolving Commitment.

“ Commitment Fee Rate ”: initially, half of one percent (0.50%) per annum; provided that commencing on the date on which the Administrative Agent receives copies of the consolidated financial statements of Borrower and its Subsidiaries in respect of the Fiscal Quarter ended December 31, 2014, together with a Compliance Certificate in respect thereof as contemplated by Section 6.2(b) , the “ Commitment Fee Rate ” shall mean the rate per annum set forth under the relevant column heading below:

Consolidated Leverage Ratio	Commitment Fee Rate
> 2.50:1.00	0.50%
> 1.50:1.00 but ≤ 2.50	0.40%
> 1.00:1.00 but ≤ 1.50:1.00	0.30%
≤ 1.00	0.25%

“ Communications ”: as defined in Section 10.2(d)(ii) .

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer of Borrower in substantially the form of Exhibit B.

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

“ Consolidated Adjusted EBITDA ”: with respect to Borrower and its consolidated Subsidiaries for any period, (a) the sum , without duplication, of the amounts for such period of (i) Consolidated Net Income, plus (ii) Consolidated Interest Expense, plus (iii) provisions for taxes based on income, plus (iv) total depreciation expense, plus (v) total amortization expense, plus (vi) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for a potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period), plus (vii) other one-time and non-recurring items ( provided that all such charges taken pursuant to this clause (vii) during the term of this Agreement shall not exceed Seven Million Dollars ($7,000,000)); minus (b) the sum , without duplication of the amounts for such period, of (i) other non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period), plus (ii) interest income; provided that Consolidated Adjusted EBITDA for any period (except for purposes of its use in the definition of Excess Cash Flow) shall be determined on a Pro Forma Basis to give effect to any Permitted Acquisitions or any disposition of any business or assets consummated during such period, in each case as if such transaction occurred on the first day of such period and in accordance with Regulation S-X promulgated by the SEC.

“ Consolidated Capital Expenditures ”: for any period, with respect to Borrower and its consolidated Subsidiaries, the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of Capital Lease Obligations which is capitalized on the consolidated balance sheet of

Borrower) by such Group Members during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of Borrower; provided that “ Consolidated Capital Expenditures ” shall not include (a) expenditures in respect of normal replacements and maintenance which are properly charged to current operations, (b) expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance proceeds paid on account of the loss of or damage to the assets being replaced or restored or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, or (c) expenditures made as a tenant as leasehold improvements during such period to the extent reimbursed by the landlord during such period.

“ Consolidated Fixed Charge Coverage Ratio ”: with respect to Borrower and its consolidated Subsidiaries for any period, the ratio of (a) the sum of (i) Consolidated Adjusted EBITDA for such period minus (ii) the portion of taxes based on income actually paid in cash (net of any cash refunds received) during such period, minus (iii) Consolidated Capital Expenditures (excluding the principal amount funded with the Loans incurred in connection with such expenditures) for such period to (b) Consolidated Fixed Charges for such period.

“ Consolidated Fixed Charges ”: with respect to Borrower and its consolidated Subsidiaries for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, plus (b) scheduled payments made during such period on account of principal of the Term Loans.

“ Consolidated Interest Expense ”: for any period, total cash interest expense (including non-cash interest expense and expense attributable to Capital Lease Obligations but excluding amortization of Capital Lease Obligations) of Borrower and its consolidated Subsidiaries for such period with respect to all outstanding Indebtedness of such Persons (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

“ Consolidated Leverage Ratio ”: as at the last day of any period, the ratio of (a) Consolidated Total Indebtedness on such day, to (b) Consolidated Adjusted EBITDA for such period; provided that for purposes of this definition, Consolidated Adjusted EBITDA for any period shall be determined on a Pro Forma Basis to give effect to any Permitted Acquisitions or any disposition of any business or assets consummated during such period, in each case as if such transaction occurred on the first day of such period and in accordance with Regulation S-X promulgated by the SEC.

“ Consolidated Net Income ”: for any period, the consolidated net income (or loss) of Borrower and its consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from the calculation of “Consolidated Net Income” (a) the income (or deficit) of any such Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any such Person, (b) the income (or deficit) of any such Person in which Borrower or one of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions, and (c) the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or any Requirement of Law (other than any such Requirement of Law imposed by The People’s Republic of China which may prevent the payment of any dividends or distributions by any Subsidiary of a Loan Party to such Loan Party) applicable to such Subsidiary or any owner of Capital Stock of such Subsidiary.

“ Consolidated Total Indebtedness ”: at any date, the aggregate principal amount of all Indebtedness of Borrower and its consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, but excluding any liabilities referred to in clauses (f) and (g) of the definition of “Indebtedness”.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ”: 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.

“ Control Agreement ”: any account control agreement entered into among the depository institution at which a Loan Party maintains a Deposit Account or the securities intermediary at which a Loan Party maintains a Securities Account, such Loan Party and the Administrative Agent pursuant to which the Administrative Agent obtains control (within the meaning of the UCC or any other applicable law) over such Deposit Account or Securities Account.

“ Controlled Account ” means each Deposit Account and Securities Account that is subject to an account control agreement in form and substance satisfactory to the Administrative Agent.

“ Debtor Relief Laws ” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Declined Amount ”: as defined in Section 2.13(b) .

“ Default ”: any of the events specified in Section 8.1 , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Default Rate ”: as defined in Section 2.16(c) .

“ Defaulting Lender ”: subject to Section 2.25(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified Borrower, the Administrative Agent, the Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.25(b) ) upon delivery of written notice of such determination to Borrower, the Issuing Lender, the Swingline Lender and each Lender.

“ Deferred Revenue ”: all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

“ Deposit Account ”: any “deposit account” as defined in the UCC with such additions to such term as may hereafter be made.

“ Deposit Account Control Agreement ”: any Control Agreement entered into by the Administrative Agent, a Loan Party and a financial institution holding a Deposit Account of such Loan Party pursuant to which the Administrative Agent is granted “control” (for purposes of the UCC) over such Deposit Account.

“ Determination Date ”: as defined in the definition of “Pro Forma Basis”.

“ Disposition ”: with respect to any property of any Person (including, without limitation, Capital Stock of any such Person or any of their respective Subsidiaries), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer, encumbrance or other disposition thereof and any issuance of Capital Stock of any such Person or any of their respective Subsidiaries. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any Subsidiary of any Loan Party organized under the laws of any jurisdiction within the United States.

“ Eligible Accounts ”: Accounts owned by Loan Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to the Administrative Agent, except any such Account as to which any of the exclusionary criteria set forth below applies, which such criteria have not been waived by the Administrative Agent. The Administrative Agent shall have the right, at any time and from time to time after the Closing Date, to establish, modify or eliminate Reserves against Eligible Accounts, or to adjust or supplement any of the criteria set forth below and to establish new criteria, and to adjust advance rates with respect to Eligible Accounts, acting in its commercially reasonable judgment, exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions. Eligible Accounts shall not include any Account of a Loan Party:

(a) that does not arise from the sale of goods or the performance of services by a Loan Party in the ordinary course of its business;

(b) (i) upon which a Loan Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which a Loan Party is not able to bring suit or otherwise enforce its remedies against the applicable Account Debtor through judicial process or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or services rendered pursuant to a contract under which the applicable Account Debtor’s obligation to pay is subject to a Loan Party’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account (but only to the extent of the amount subject to such defense, counterclaim, setoff or dispute);

(d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(e) that (i) is not owned by a Loan Party or (ii) is subject to any Lien of any other Person, other than Liens in favor of the Administrative Agent (held for the ratable benefit of the Secured Parties);

(f) that arises from a sale to any director, officer, other employee or Affiliate of any Loan Party, or to any Person that has any common officer or director with any Loan Party;

(g) that is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless the Administrative Agent, in its sole discretion, has agreed to the contrary in writing and Borrower, if necessary or desirable in the reasonable determination of the Administrative Agent, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting assignment thereof;

(h) that is the obligation of an Account Debtor located in country other than the United States, other than as determined on a case-by-case basis by the Administrative Agent;

(i) to the extent any Group Member is liable to the applicable Account Debtor related to such Account for goods sold or services rendered or to be rendered by such Group Member, but only to the extent of the potential offset;

(j) that arises with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the applicable Account Debtor is or may be conditional;

(k) that is in default; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

(i) such Account is not paid within ninety (90) days following its original invoice date (irrespective of whether the payment terms related to such Account permit payment after the ninetieth (90th) day following such original invoice date);

(ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(iii) a petition is filed by or against the Account Debtor obligated upon such Account under any Debtor Relief Law;

(l) that is owed by an Account Debtor where fifty percent (50%) or more of the aggregate Dollar amount of all Accounts owing by such Account Debtor to Loan Parties are ineligible under one or more of the other criteria set forth in this definition;

(m) as to which the Administrative Agent’s Lien is not a first priority perfected Lien;

(n) as to which any of the representations or warranties in the Loan Documents are untrue in any material respect;

(o) (i) to the extent that the amount of any such Account not constituting an Applied Materials Account, a Lam Research Account or an ASM-Epsilon Account, together with the aggregate amount of all other Accounts owing by the related Account Debtor and its Affiliates to Loan Parties as of any date of determination exceeds thirty-five percent (35%) of all Eligible Accounts, (ii) to the extent that the amount of any such Account constituting an Applied Materials Account, together with the aggregate amount of all other Accounts owing by the related Account Debtor and its Affiliates to Loan Parties as of any date of determination exceeds sixty percent (60%) of all Eligible Accounts, (iii) to the extent that the amount of any such Account constituting a Lam Research Account, together with the aggregate amount of all other Accounts owing by the related Account Debtor and its Affiliates to Loan Parties as of any date of determination exceeds fifty percent (50%) of all Eligible Accounts, and (iv) to the extent that the amount of any such Account constituting an ASM-Epsilon Account, together with the aggregate amount of all other Accounts owing by the related Account Debtor and its Affiliates to Loan Parties as of any date of determination exceeds sixty percent (60%) of all Eligible Accounts;

(p) that is an Account which is payable by an applicable Account Debtor in any currency other than Dollars;

(q) owing from an Account Debtor the amount of which may be subject to trust provisions, subrogation rights of a bonding company or a statutory trust;

(r) owing from an Account Debtor with respect to whom a Loan Party has received Deferred Revenue (but only to the extent of such Deferred Revenue); or

(s) for which the Administrative Agent, acting in its commercially reasonable judgment, exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, determines collection to be doubtful.

Any Account which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing eligibility requirements, shall forthwith cease to be an Eligible Account until such time as such Account shall again meet all of the foregoing requirements.

“ Eligible Assignee ”: any Person that meets the requirements to be an assignee under Section 10.6(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.6(b)(iii) ).

“ Eligible Inventory ”: Inventory of Loan Parties subject to the Lien in favor of the Administrative Agent (held for the ratable benefit of the Secured Parties) created by the Security Documents; provided that the Administrative Agent shall have the right, at any time and from time to time after the Closing Date, acting in its commercially reasonable judgment, exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, to establish, modify or eliminate Reserves against Eligible Inventory, or to adjust or supplement any of the criteria set forth below and to establish new criteria, and to adjust advance rates with respect to Eligible Inventory; provided further that none of the following classes of Inventory shall be deemed to be Eligible Inventory:

(a) Inventory which is not owned by a Loan Party free and clear of all Liens and rights of others (other than Liens granted in favor of the Administrative Agent for the ratable benefit of the Secured Parties), including Inventory located on leaseholds as to which the lessor has not entered into a consent and agreement providing the Administrative Agent with the right to receive notices of default, the right to repossess such Inventory at any time and such other rights as may be requested by the Administrative Agent;

(b) Inventory that is obsolete, spoiled, damaged, unusable or otherwise unavailable for sale;

(d) Inventory that fails to meet all standards imposed by any Governmental Authority having regulatory authority over such Inventory or its use or sale;

(e) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which a Loan Party has received notice of a dispute in respect of any such agreement;

(f) Inventory located outside the United States;

(g) Inventory that is not in the possession of or under the sole control of a Loan Party;

(h) Inventory with respect to which the representations and warranties set forth in Section 4 of the Guarantee and Collateral Agreement applicable to Inventory are not correct in any material respect;

(i) Inventory in respect of which the Guarantee and Collateral Agreement, after giving effect to the related filings of financing statements that have then been made, if any, does not or has ceased to create a valid and perfected first priority Lien or security interest in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, securing the Obligations;

(j) Inventory which is comingled with property of a Person other than a Loan Party; and

(k) Inventory which, in the Administrative Agent’s reasonable good faith discretion (from the perspective of a secured asset-based lender), is unacceptable due to age, type, category or quantity or is otherwise ineligible.

Any Inventory which is at any time Eligible Inventory, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be Eligible Inventory until such time as such Inventory shall meet all of the foregoing requirements.

“ Eligible Syndication Transferee ”: is any of (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of Two Hundred Fifty Million Dollars ($250,000,000),

(b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of Two Hundred Fifty Million Dollars ($250,000,000), provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business, that has (together with its Affiliates) total assets in excess of Two Hundred Fifty Million Dollars ($250,000,000) and that is regulated by the Federal Reserve Bank, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or the Office of Thrift Supervision, and (d) any Affiliate (other than individuals) of a pre-existing Lender.

“ Environmental Laws ”: all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ Environmental Liability : any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) a violation of an Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the release or threatened release of any Materials of Environmental Concern 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, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

“ ERISA Affiliate ”: each business or entity which is, or within the last six years was, a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with any Loan Party within the meaning of Section 414(b), (c) or (m) of the Code, required to be aggregated with any Loan Party under Section 414(o) of the Code, or is, or within the last six years was, under “common control” with any Loan Party, within the meaning of Section 4001(a)(14) of ERISA.

“ ERISA Event ”: any of (a) a reportable event as defined in Section 4043 of ERISA with respect to a Pension Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such plan within the following thirty (30) days; (c) a withdrawal by any Loan Party or any ERISA Affiliate thereof from a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any Loan Party or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by any Loan Party or any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) the imposition of liability on any Loan Party or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the failure by any Loan Party or any ERISA Affiliate thereof to make

any required contribution to a Pension Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (i) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (j) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Pension Plan; (l) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Loan Party or any Subsidiary thereof may be directly or indirectly liable; (m) the occurrence of an act or omission which could give rise to the imposition on any Loan Party or any ERISA Affiliate thereof of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Sections 409, 502(c), (i) or (1) or 4071 of ERISA; (n) the assertion of a material claim (other than routine claims for benefits) against any Pension Plan or the assets thereof, or against any Loan Party or any Subsidiary thereof in connection with any such Pension Plan; (o) receipt from the IRS of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code; or (p) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Loan Party or any ERISA Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code.

“ ERISA Funding Rules ”: the rules regarding minimum required contributions (including any installment payment thereof) to Pension Plans, as set forth in Section 412 of the Code and Section 302 of ERISA, with respect to Plan years ending prior to the effective date of the Pension Protection Act of 2006, and thereafter, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Eurocurrency Reserve Requirements ”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ”: (a) with respect to the Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by the Administrative Agent to be a rate equal to the British Bankers’ Association LIBOR Rate (“ BBA LIBOR ”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 A.M. (London, England time) two (2) Business Days prior to the beginning of such Interest Period (as set forth by Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying BBA LIBOR); and (b) with respect to an ABR Loan for any day, the rate per annum determined by the Administrative Agent to be BBA LIBOR for deposits with a term of one (1) month in Dollars, determined as of approximately 11:00 A.M. (London, England time) two (2) Business Days prior to such day (as set forth by Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying BBA LIBOR). If the Administrative Agent determines that BBA LIBOR is not available, the “Eurodollar Base Rate” shall be determined by reference to the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by EWB for deposits (for delivery on the first day of the relevant Interest Period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Eurodollar Base Rate is then being determined with maturities comparable to such period, in the case of a Eurodollar Loan, and of one (1) month, in the case of an ABR Loan, as of approximately 11:00 A.M. (London, England time) two (2) Business Days prior to the beginning of such Interest Period.

“ Eurodollar Loans ”: Loans, the rate of interest applicable to which is based upon clause (a) of the definition of “Eurodollar Base Rate”.

“ Eurodollar Rate ”: with respect to the Interest Period pertaining to a Eurodollar Loan, a rate per annum determined as of the first day of such Interest Period in accordance with the following formula:

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“ Eurodollar Tranche ”: the collective reference to Eurodollar Loans under the Revolving Facility, the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”: any of the events specified in Section 8.1 .

“ EWB ”: as defined in the preamble to this Agreement.

“ Excess Cash Flow ”: for any Fiscal Year, the excess, if any, of Consolidated Adjusted EBITDA for such Fiscal Year minus the sum , without duplication, of (a) Consolidated Interest Expense for such Fiscal Year, plus (b) provisions for current taxes based on income of Borrower and its consolidated Subsidiaries and payable in cash with respect to such Fiscal Year, plus (c) the aggregate amount actually paid by Borrower and its consolidated Subsidiaries in cash during such Fiscal Year (or other period) on account of Consolidated Capital Expenditures (excluding the principal amount of Loans incurred in connection with such expenditures, and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), plus (d) the aggregate amount of all optional prepayments by Borrower of the Term Loans during such Fiscal Year (excluding, in each case, prepayments to the extent financed with proceeds of other Indebtedness), plus (e) the aggregate amount of all regularly scheduled principal payments by Borrower and its consolidated Subsidiaries of Funded Debt (including the Term Loans) made during such Fiscal Year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), plus (f) other one-time and non-recurring cash items during such Fiscal Year, plus (g) extraordinary cash charges which are approved by the Administrative Agent in writing as an “add-back” to Consolidated Adjusted EBITDA for such Fiscal Year; provided that any of the foregoing items specified in clauses (f) and (g) may only be included in the calculation of “Excess Cash Flow” to the extent such items are permissibly “added-back” to Consolidated Net Income for purposes of calculating Consolidated Adjusted EBITDA.

“ Excess Cash Flow Application Date ”: as defined in Section 2.13(d) .

“ Exchange Act ”: the Securities Exchange Act of 1934.

“ Excluded Assets ”: as defined in the Guarantee and Collateral Agreement.

“ Excluded Taxes ”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in any such case to the extent imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (b) Other Connection Taxes; (c) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 2.24 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.21 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (d) Taxes attributable to such Recipient’s failure to comply with Section 2.21(f) ; and (e) any U.S. federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ”: as defined in the recitals to this Agreement.

“ Existing Credit Facility ”: as defined in the recitals to this Agreement.

“ Existing Lender ”: is SVB.

“ Existing Letters of Credit ”: the letters of credit described on Schedule 1.1B .

“ Facility ”: each of (a) the Term Facility, (b) the L/C Facility (which is a subfacility of the Revolving Facility), (c) the Revolving Facility and (d) as applicable, the Incremental Facility.

“ FASB ASC ”: the Accounting Standards certification of the Financial Accounting Standards Board.

“ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by EWB from three (3) federal funds brokers of recognized standing that it selects.

“ First Tier Foreign Subsidiary ”: at any date of determination with respect to a Loan Party, each Foreign Subsidiary in which such Loan Party owns directly more than fifty percent (50%), in the aggregate, of the Voting Stock of such Foreign Subsidiary.

“ Fiscal Quarter ”: each quarter of a Fiscal Year.

“ Fiscal Year ”: each fiscal year of Borrower.

“ Foreign Currency ”: lawful money of a country other than the United States.

“ Foreign Law Pledge Agreement ”: in respect of the grant by any Loan Party to the Administrative Agent (for the ratable benefit of the Secured Parties) of a Lien on certain of the Equity Interests in any First-Tier Foreign Subsidiary owned by such Loan Party, any pledge agreement (however designated) reasonably required by the Administrative Agent to be prepared under the laws of the foreign jurisdiction in which such First-Tier Foreign Subsidiary is organized and executed by such Loan Party (and, as applicable, such First-Tier Foreign Subsidiary) for the purpose of creating, perfecting and otherwise protecting such Lien to the maximum extent possible under the laws of such foreign jurisdiction.

“ Foreign Lender ”: a Lender that is not a U.S. Person.

“ Foreign Pledge Documents ”: collectively, in respect of the grant by any Loan Party to the Administrative Agent (for the ratable benefit of the Secured Parties) of a Lien on certain of the Equity Interests in any First-Tier Foreign Subsidiary owned by such Loan Party, any related Foreign Law Pledge Agreement, any related filings, an opinion delivered by local counsel in the foreign jurisdiction in which such First-Tier Foreign Subsidiary is organized and addressing the effectiveness of the pledge by such Loan Party to the Administrative Agent (for the ratable benefit of the Secured Parties) of the pledged Equity Interests in such First Tier-Foreign Subsidiary having been issued to such Loan Party, any related authorizing resolutions adopted by the Board of Directors (or equivalent) of such Loan Party in connection with such pledge, any amendments to the organizational documents of such First-Tier Foreign Subsidiary required by the Administrative Agent to facilitate the pledge by such Loan Party to the Administrative Agent (for the ratable benefit of the Secured Parties) of such pledged Equity Interests, and any other agreements, documents, instruments, notices, filings or other items reasonably required by the Administrative Agent to be executed and/or delivered in connection with any of the foregoing.

“ Foreign Subsidiary ”: in respect of Loan Party, any Subsidiary of such Loan Party that is not a Domestic Subsidiary of such Loan Party.

“ Fronting Exposure ”: at any time there is a Defaulting Lender, as applicable, (a) with respect to the Issuing Lender, such Defaulting Lender’s L/C Percentage of the outstanding L/C Exposure other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Percentage of outstanding Swingline Loans made by the Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“ Fund ”: any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ Funded Debt ”: as to any Person, all Indebtedness of such Person which matures more than one (1) year from the date of its creation or matures within one (1) year from such date but is renewable or extendible, at the option of such Person, to a date more than one (1) year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one (1) year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one (1) year from the date of its creation and, in the case of Borrower, Indebtedness of Borrower in respect of the Loans made to Borrower hereunder.

“ Funding Office ”: the Revolving Loan Funding Office or the Term Loan Funding Office, as the context requires.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1 , GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1(b) . If any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then each party to this Agreement agrees to enter into negotiations to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating Borrower’s consolidated financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“ Governmental Approval ”: any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“ Governmental Authority ”: the government of the United States of America, or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Group Members ”: the collective reference to Borrower and each of its Subsidiaries.

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement to be executed and delivered by each Loan Party, substantially in the form of Exhibit A .

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of such Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or

indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

“ Guarantors ”: as defined in the Guarantee and Collateral Agreement.

“ Immaterial Subsidiary ”: at any date of determination, any Subsidiary of any Loan Party designated as such by such Loan Party in writing and which as of such date holds assets representing five percent (5%) or less of such Loan Party’s consolidated total assets as of such date (determined in accordance with GAAP), and which has generated less than five percent (5%) of such Loan Party’s consolidated total revenues determined in accordance with GAAP for the four (4) Fiscal Quarter period ending on the last day of the most recent period for which financial statements have been delivered after the Closing Date pursuant to Section 6.1(b) ; provided that all Subsidiaries of any Loan Party that are individually “ Immaterial Subsidiaries ” shall not have aggregate consolidated total assets that would represent five percent (5%) or more of such Loan Party’s consolidated total assets as of such date or have generated five percent (5%) or more of such Loan Party’s consolidated total revenues for such four (4) Fiscal Quarter period, in each case determined in accordance with GAAP.

“ Incremental Facility ”: as defined in Section 2.11 .

“ Incurred ”: as defined in the definition of “Pro Forma Basis”.

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (i) the net obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other Person (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 Person, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“ Indemnified Taxes ”: (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) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitee ”: as defined in Section 10.5(b) .

“ Initial Loan Proceeds ”: is the aggregate amount of Term Loans, Revolving Loans and Swingline Loans, as applicable, made by the Lenders to Borrower on the Closing Date.

“ Initial Term Loan ”: as defined in Section 2.1(a) .

“ Insider Indebtedness ”: is any Indebtedness owed by any Loan Party to any Group Member or officer, director, shareholder or employee of any Group Member.

“ Insider Subordinated Indebtedness ”: is any Insider Indebtedness which is also Subordinated Indebtedness.

“ Insolvency Proceeding ” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Intellectual Property Security Agreement ”: an intellectual property security agreement entered into between a Loan Party and the Administrative Agent pursuant to the terms of the Guarantee and Collateral Agreement, together with each other intellectual property security agreement and supplement thereto delivered pursuant to Section 6.12 , in each case as amended, restated, supplemented or otherwise modified from time to time.

“ Interest Period ”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as selected by Borrower in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as selected by Borrower by irrevocable notice to the Administrative Agent in a Notice of Conversion/Continuation not later than 10:00 A.M., Pacific Time, on the date that is three (3) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) Borrower may not select an Interest Period under a particular Facility that would extend beyond the Maturity Date (in the case of Revolving Facility) or the date final payment is due on the Term Loans (in the case of Term Loans);

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv) Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“ Interest Rate Agreement ”: with respect to any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is (a) for the purpose of hedging the interest rate exposure associated with such Person’s operations, (b) approved by Administrative Agent, and (c) not for speculative purposes.

“ Inventory ”: all “inventory,” as such term is defined in the Code, now owned or hereafter acquired by any Loan Party, wherever located, and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of any Loan Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitutes raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind used or consumed or to be used or consumed in such Loan Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“ Investments ”: as defined in Section 7.7 .

“ IRS ”: the Internal Revenue Service, or any successor thereto.

“ ISP ”: with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Lender ”: as the context may require, (a) EWB or any Affiliate thereof, in its capacity as issuer of any Letter of Credit, and (b) any other Lender that may become an Issuing Lender pursuant to Section 3.11 or Section 3.12 , with respect to Letters of Credit issued by such Lender. The Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender or other financial institutions, in which case the term “Issuing Lender” shall include any such Affiliate or other financial institution with respect to Letters of Credit issued by such Affiliate or other financial institution.

“ Issuing Lender Fees ”: as defined in Section 3.3(a) .

“ L/C Advance ”: each L/C Lender’s funding of its participation in any L/C Disbursement in accordance with its L/C Percentage of the L/C Commitment.

“ L/C Commitment ”: as to any L/C Lender, the obligation of such L/C Lender, if any, to purchase an undivided interest in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit (including to make payments with respect to draws made under any Letter of Credit pursuant to Section 3.5(b) ) in an aggregate principal amount not to exceed the amount set forth under the heading “L/C Commitment” opposite such L/C Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such L/C Lender becomes a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The L/C Commitment is a sublimit of the Revolving Commitment and the aggregate amount of the L/C Commitments shall not exceed the amount of the Total L/C Commitments at any time.

“ L/C Disbursements ”: a payment or disbursement made by the Issuing Lender pursuant to a Letter of Credit.

“ L/C Exposure ”: at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time. The L/C Exposure of any L/C Lender at any time shall equal its L/C Percentage of the aggregate L/C Exposure at such time.

“ L/C Facility ”: the L/C Commitments and the extensions of credit made thereunder.

“ L/C Fee Payment Date ”: as defined in Section 3.3(a) .

“ L/C Lender ”: a Lender with an L/C Commitment.

“ L/C Percentage ”: as to any L/C Lender at any time, the percentage of the Total L/C Commitments represented by such L/C Lender’s L/C Commitment, as such percentage may be adjusted as provided in Section 2.24 .

“ L/C-Related Documents ”: collectively, each Letter of Credit, all applications for any Letter of Credit (and applications for the amendment of any Letter of Credit) submitted by Borrower to the Issuing Lender and any other document, agreement and instrument relating to any Letter of Credit, including any of the Issuing Lender’s standard form documents for letter of credit issuances.

“ Lam Research Account ”: is an Account as to which Lam Research Corporation is the Account Debtor.

“ Lenders ”: as defined in the preamble to this Agreement; provided that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include the Issuing Lender and the Swingline Lender.

“ Letter of Credit ”: as defined in Section 3.1(a) .

“ Letter of Credit Availability Period ”: the period from and including the Closing Date to but excluding the Maturity Date.

“ Letter of Credit Fees ”: as defined in Section 3.3(a) .

“ Lien ”: any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Loan ”: any loan made or maintained by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Security Documents, the Notes, the Closing Date Solvency Certificate, the Collateral Information Certificate, the Payoff Letter, each L/C-Related Document, each Compliance Certificate, each Borrowing Base Certificate, each Notice of Borrowing, each Notice of Conversion/Continuation and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 3.10 , and any amendment, waiver, supplement or other modification to any of the foregoing.

“ Loan Parties ”: each Group Member that is a party to a Loan Document.

“ Majority Revolving Lenders ”: at any time, (a) if only one Revolving Lender holds the Total Revolving Commitment at such time, such Revolving Lender, both before and after the termination of such Revolving Commitment; (b) if only two Revolving Lenders hold the Total Revolving Commitment at such time, both Revolving Lenders, both before and after the termination of such Revolving Commitment, provided that the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Revolving Lenders under this clause (b); and (c) if more than two Revolving Lenders hold the Total Revolving Commitment, at least two Revolving Lenders who hold more than fifty percent (50%) of the Total Revolving Commitments (including, without duplication, the L/C Commitments) or, at any time after the termination of the Revolving Commitments when such Revolving Commitments were held by more than one Revolving Lender, at least two Revolving Lenders who hold more than fifty percent (50%) of the Total Revolving Extensions of Credit then outstanding (including, without duplication, any L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time)); provided that the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Revolving Lenders under this clause (c).

“ Majority Term Lenders ”: at any time, (a) if only one Term Lender holds the Term Loan, such Term Lender; (b) if only two Term Lenders hold the Term Loan, both Term Lenders; provided that the portion of the Term Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Majority Term Lenders under this clause (b); and (c) if more than two Term Lenders hold the Term Loan, at least two Term Lenders who hold more than fifty percent (50%) of the principal sum of all Term Loans outstanding; provided that the portion of the Term Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Majority Term Lenders under this clause (c).

“ Mandatory Prepayment Date ”: as defined in Section 2.13(b) .

“ Material Adverse Effect ”: (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of Borrower, individually, or Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or the Lenders under any Loan Document, or of the ability of any Loan Party to perform its respective Obligations under any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material impairment in the value of the Collateral pledged by any Loan Party pursuant to any Loan Document.

“ Material Domestic Subsidiary ”: any Material Subsidiary which is also a Domestic Subsidiary, including any Domestic Subsidiary which becomes a Loan Party pursuant to Section 6.12(b) .

“ Material Subsidiary ”: any Subsidiary that is not an Immaterial Subsidiary.

“ Materials of Environmental Concern ”: any substance, material or waste that is defined, regulated, governed or otherwise characterized under any Environmental Law as hazardous or toxic or as a pollutant or contaminant (or by words of similar meaning and regulatory effect), any petroleum or petroleum products, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, molds or fungus, and radioactivity, radiofrequency radiation at levels known to be hazardous to human health and safety.

“ Maturity Date ”: is the date occurring on the four (4) year anniversary of the Closing Date.

“ Minority Lender ”: as defined in Section 10.1(b) .

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

“ Multiemployer Plan ”: a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof makes, is making, or is obligated or has ever been obligated to make, contributions.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary costs, fees and expenses actually incurred in connection therewith and net of taxes paid and the applicable Person’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by such Person in connection with such Asset Sale or Recovery Event in the taxable year that such Asset Sale or Recovery Event is consummated, the computation of which shall, in each such case, take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits, and tax credit carry forwards, and similar tax attributes and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary costs, fees and expenses actually incurred in connection therewith.

“ Non-Consenting Lender ”: any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of Section 10.1 and (ii) has been approved by the Required Lenders.

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Note ”: a Term Loan Note, a Revolving Loan Note or a Swingline Loan Note.

“ Notice of Borrowing ”: means a notice substantially in the form of Exhibit H .

“ Notice of Conversion/Continuation ”: means a notice substantially in the form of Exhibit I .

“ Obligations ”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Loan Parties to the Administrative Agent, the Issuing Lender, any Lender and any Qualified Counterparty party to a Specified Swap Agreement, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent, the Issuing Lender, any Lender, and any Qualified Counterparty party to a Specified Swap Agreement that are required to be paid by any Loan Party pursuant any Loan Document) or otherwise.

“ Operating Documents ”: for any Person as of any date, such Person’s constitutional documents, formation documents and/or certificate of incorporation (or equivalent thereof), as certified (if applicable) by such Person’s jurisdiction of formation as of a recent date, and, (a) if such Person is a corporation, its bylaws or memorandum and articles of association (or equivalent thereof) in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“ Other Connection Taxes ”: with respect to any Recipient, 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 ”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any 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 2.24 ).

“ Overadvance ”: as defined in Section 2.8 .

“ Participant ”: as defined in Section 10.6(d) .

“ Participant Register ”: as defined in Section 10.6(d) .

“ Patriot Act ”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

“ Payoff Letter ”: a letter in form and substance reasonably satisfactory to the Administrative Agent and the Existing Lender, dated as of a date prior to the Closing Date and executed by the Existing Lender and Borrower, to the effect that upon receipt by the Existing Lender of the “payoff amount” (however designated) referenced therein, (a) the obligations under the Existing Credit Facility shall be satisfied in full, (b) the Liens held by the Existing Lender to secure such obligations shall terminate without any further action, and (c) Borrower and the Administrative Agent (and their respective counsel and such counsels’ agents) shall be entitled to file UCC-3 amendment statements, USPTO releases, USCRO releases and any other releases reasonably necessary to further evidence the termination of such Liens.

“ PBGC ”: the Pension Benefit Guaranty Corporation, or any successor thereto.

“ Pension Plan ”: an employee pension plan (as defined in Section 3(2) of ERISA) other than a Multiemployer Plan subject to the provisions of Title IV of ERISA or Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA and in respect of which any Loan Party or any ERISA Affiliate thereof is (or if such plan were terminated would under Section 4069 of ERISA be deemed to be) a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.

“ Permitted Acquisition ”: as defined in Section 7.7(m) .

“ Permitted Refinancing Indebtedness ”: Indebtedness (“ Refinancing Indebtedness ”) issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness (“ Refinanced Indebtedness ”); provided that (a) the principal amount of such Refinancing Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such Refinancing Indebtedness, (b) such Refinancing Indebtedness has a final maturity that is no sooner than, and a weighted average life to maturity that is no shorter than, such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantee Obligation thereof or any security therefor are subordinated to the Obligations, such Refinancing Indebtedness and any Guarantee Obligations thereof and any security therefor remain so subordinated on terms no less favorable to the Lenders and the other Secured Parties, (d) the obligors in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding extension, renewal or replacement are the only obligors on such Refinancing Indebtedness and (e) such Guarantee Obligations, if any, which, taken as a whole, are determined in good faith by a Responsible Officer of the applicable Group Member to be no less favorable to such Group Member and the Lenders and the other Secured Parties in any material respect than the covenants and events of default or Guarantee Obligations, if any, in respect of such Refinanced Indebtedness.

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

“ Platform ”: as defined in Section 10.2(d)(i) .

“ Preferred Stock ”: the preferred Capital Stock of any Loan Party.

“ Prime Rate ”: the rate of interest per annum from time to time published in the money rates section of the Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of the Wall Street Journal, becomes unavailable for any reason as determined by the Administrative Agent, the “Prime Rate” shall mean the rate of interest per annum announced by EWB as its prime rate in effect at its principal office in the State of California (such EWB announced Prime Rate not being intended to be the lowest rate of interest charged by EWB in connection with extensions of credit to debtors).

“ Pro Forma Basis ”: with respect to any calculation or determination for a Loan Party for any period, in making such calculation or determination on the specified date of determination (the “ Determination Date ”) means:

(a) pro forma effect will be given to any Indebtedness incurred (“ Incurred ”) by such Loan Party or any of its Subsidiaries, including by assumption of then outstanding Indebtedness or by a Person becoming a Subsidiary after the beginning of the applicable period and on or before the Determination Date to the extent the Indebtedness is outstanding or is to be Incurred on the Determination Date, as if such Indebtedness had been Incurred on the first day of such period;

(b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the Determination Date (taking into account any Swap Agreement applicable to the Indebtedness) had been the applicable rate for the entire reference period;

(c) Consolidated Fixed Charges related to any Indebtedness no longer outstanding or to be repaid or redeemed on the Determination Date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the Determination Date, will be excluded as if such Indebtedness was no longer outstanding or was repaid or redeemed on the first day of such period; and

(d) pro forma effect will be given to: (A) the acquisition or disposition of companies, divisions or lines of businesses by such Loan Party and its Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the applicable period; and (B) the discontinuation of any discontinued operations but, in the case of Consolidated Fixed Charges, only to the extent that the obligations giving rise to Consolidated Fixed Charges will not be obligations of such Loan Party or any of its Subsidiaries following the Determination Date; in each case of clauses (A) and (B), that have occurred since the beginning of the applicable period and before the Determination Date as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of such period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be calculated in good faith by a responsible financial or accounting officer of such Loan Party in accordance with Regulation S-X under the Securities Act of 1933, based upon the most recent four (4) full Fiscal Quarters for which the relevant financial information is available.

“ Pro Forma Financial Statements ”: balance sheets, income statements and cash flow statements prepared by Borrower and its consolidated Subsidiaries that give effect (as if such events had occurred on such date) to (a) the Loans to be made on the Closing Date and the use of proceeds thereof, (b) the payment of fees and expenses in connection with the foregoing and (c) the transactions described in the Asset Purchase Agreement, in each case prepared for (i) the most recently ended Fiscal Quarter as if such transactions had occurred on such date and (ii) on a quarterly basis through the first full Fiscal Year after the Closing Date or subsequent Borrowing Date, as applicable, and on an annual basis for each Fiscal Year thereafter through the Maturity Date, in each case demonstrating pro forma compliance with the covenants set forth in Section 7.1 .

“ Projections ”: as defined in Section 6.2(c) .

“ Properties ”: as defined in Section 4.17(a) .

“ Qualified Counterparty ”: with respect to any Specified Swap Agreement, any counterparty thereto that, at the time such Specified Swap Agreement was entered into or as of the Closing Date, was the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender.

“ Recipient ”: the Administrative Agent or a Lender, as applicable.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“ Refunded Swingline Loans ”: as defined in Section 2.7(b) .

“ Register ”: as defined in Section 10.6(c) .

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party in connection therewith that are not applied to prepay the Loans or other amounts pursuant to Section 2.13(e) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer of Borrower stating that no Event of Default has occurred and that Borrower (directly or indirectly through a Guarantor) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in Borrower’s business.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring six (6) months after such Reinvestment Event, and (b) the date on which Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

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

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Replacement Lender ”: as defined in Section 2.24 .

“ Required Lenders ”: at any time, (a) if only one Lender holds the outstanding Term Loans and the Revolving Commitments, such Lender; (b) if only two Lenders hold the outstanding Term Loans and the Revolving Commitments, both Lenders, provided that for the purposes of this clause (b), the outstanding principal amount of the Term Loans held by any Defaulting Lender and the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; and (c) if more than two Lender hold the outstanding Term Loans and Revolving Commitments, then at least two Lenders who hold more than fifty percent (50%) of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding, and (ii) the Total Revolving Commitments (including, without duplication, the L/C Commitments) then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding; provided that for the purposes of this clause (c), the outstanding principal amount of the Term Loans held by any Defaulting Lender and the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Requirement of Law ”: as to any Person, the Operating Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserves ”: with respect to any of the Borrowing Base, reserves against Eligible Accounts and/or Eligible Inventory, as applicable, that the Administrative Agent may, in its reasonable credit judgment, establish from time to time to (a) reflect events, conditions, contingencies or risks which do or may adversely affect (i) the Collateral, (ii) the assets of the Loan Parties, (iii) the Liens (held by the Administrative Agent for the ratable benefit of the Lenders) and other rights of the Administrative Agent in the Collateral, (b) reserve against any Accounts of Loan Parties payable in foreign currencies, or (c) address any state of facts which the Administrative Agent determines in good faith constitutes or with the passage of time may constitute an Event of Default.

“ Responsible Officer ”: the chief executive officer, president, vice president, chief financial officer, treasurer, controller or comptroller of an applicable Loan Party, but in any event, with respect to financial matters, the chief financial officer, treasurer, controller or comptroller of such Loan Party.

“ Restricted Payments ”: as defined in Section 7.6 .

“ Revolving Commitment ”: as to any Revolving Lender, the obligation of such Lender, if any, to make Revolving Loans and to participate in Swingline Loans and Letters of Credit in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as the same may be changed from time to time pursuant to the terms hereof (including in connection with assignments permitted hereunder). The original amount of the Total Revolving Commitments is Forty Million Dollars ($40,000,000). The L/C Commitment and the Swingline Commitment are each sublimits of the Total Revolving Commitments.

“ Revolving Commitment Period ”: the period from and including the Closing Date to the Maturity Date.

“ Revolving Extension of Credit ”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, plus (b) such Lender’s L/C Percentage of the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (c) such Lender’s L/C Percentage of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time, plus (d) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“ Revolving Facility ”: the Revolving Commitments and the extensions of credit made thereunder.

“ Revolving Lender ”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“ Revolving Loan ”: is any Loan made by the Revolving Lenders to Borrower pursuant to Section 2.4 .

“ Revolving Loan Conversion ”: as defined in Section 3.5(b) .

“ Revolving Loan Funding Office ”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to Borrower and the Lenders.

“ Revolving Loan Note ”: a promissory note in the form of Exhibit F-1 , as it may be amended, supplemented or otherwise modified from time to time.

“ Revolving Loan Register ”: as defined in Section 10.6(b)(v) .

“ Revolving Percentage ”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of all Revolving Loans then outstanding; provided that if the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Commitments, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“ S&P ”: Standard & Poor’s Ratings Services.

“ Sale Leaseback Transaction ”: any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith, acquires, leases or licenses back the right to use all or a material portion of such property.

“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Secured Parties ”: the collective reference to the Administrative Agent, the Lenders (including any Issuing Lender in its capacity as Issuing Lender and any Swingline Lender in its capacity as Swingline Lender), and any Qualified Counterparties.

“ Securities Account ”: any “securities account” as defined in the UCC with such additions to such term as may hereafter be made.

“ Securities Account Control Agreement ”: any Control Agreement entered into by the Administrative Agent, a Loan Party and a securities intermediary holding a Securities Account of such Loan Party pursuant to which the Administrative Agent is granted “control” (for purposes of the UCC) over such Securities Account.

“ Securities Act ”: the Securities Act of 1933, as amended from time to time and any successor statute.

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement, each Deposit Account Control Agreement, each Securities Account Control Agreement, each Foreign Pledge Document, all other security documents hereafter delivered to the

Administrative Agent granting a Lien on any property of any Person to secure the Obligations of any Loan Party under any Loan Document and all financing statements, fixture filings, patent, trademark and copyright filings, assignments, acknowledgments and other filings, documents and agreements made or delivered pursuant thereto.

“ Solvent ”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Specified Swap Agreement ”: any Swap Agreement entered into by Borrower and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into) in respect of interest rates to the extent permitted under Section 7.12 .

“ Subordinated Debt Document ”: any agreement, certificate, document or instrument executed or delivered by a Loan Party and evidencing Indebtedness of such Loan Party which is subordinated to the payment of the Obligations in a manner approved in writing by the Administrative Agent and the Required Lenders, and any renewals, modifications, or amendments thereof which are approved in writing by the Administrative Agent and the Required Lenders.

“ Subordinated Indebtedness ”: Indebtedness of a Loan Party subordinated to the Obligations pursuant to subordination terms (including payment, lien and remedies subordination terms, as applicable) reasonably acceptable to the Administrative Agent.

“ Subsequent Term Loan ”: as defined in Section 2.1(b) .

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “ Subsidiary ” or to “ Subsidiaries ” in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.

“ Surety Indebtedness ”: as of any date of determination, indebtedness (contingent or otherwise) owing to sureties arising from surety bonds issued on behalf of any Loan Party or its Subsidiaries as support for, among other things, their contracts with customers, whether such indebtedness is owing directly or indirectly by such Loan Party or any such Subsidiary.

“ SVB ”: as defined in the recitals to this Agreement.

“ Swap Agreement ”: any agreement with respect to any swap, hedge, forward, future or derivative transaction or option or similar agreement (including without limitation, any Interest Rate Agreement) involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Borrower and its Subsidiaries shall be deemed to be a “Swap Agreement.”

“ Swingline Commitment ”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed Five Million Dollars ($5,000,000).

“ Swingline Lender ”: EWB, in its capacity as the lender of Swingline Loans.

“ Swingline Loan Note ”: a promissory note in the form of Exhibit F-2 , as it may be amended, supplemented or otherwise modified from time to time.

“ Swingline Loans ”: as defined in Section 2.6 .

“ Swingline Participation Amount ”: as defined in Section 2.7(c) .

“ Synthetic Lease Obligation ”: the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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

“ Term Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to Borrower in an aggregate principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1A . The original aggregate amount of the Term Commitments is Forty Million Dollars ($40,000,000).

“ Term Facility ”: the Term Commitments and the Term Loans made thereunder.

“ Term Lender ”: each Lender that has a Term Commitment or that holds a Term Loan.

“ Term Loan ”: the Initial Term Loans and the Subsequent Term Loans made by the Lenders pursuant to Section 2.1 .

“ Term Loan Funding Office ”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to Borrower and the Lenders.

“ Term Loan Note ”: a promissory note in the form of Exhibit F-3 , as it may be amended, supplemented or otherwise modified from time to time.

“ Term Loan Register ”: as defined in Section 10.6(b)(v) .

“ Term Percentage ”: as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

“ Total Credit Exposure ”: is, as to any Lender at any time, the unused Commitments, the Total Revolving Extensions of Credit and the outstanding Term Loans of such Lender at such time.

“ Total L/C Commitments ”: at any time, the sum of all L/C Commitments at such time, as the same may be reduced from time to time pursuant to Section 2.10 or 3.5(b) . The initial amount of the Total L/C Commitments on the Closing Date is Twenty Million Dollars ($20,000,000).

“ Total Revolving Commitments ”: at any time, the aggregate amount of the Revolving Commitments then in effect.

“ Total Revolving Extensions of Credit ”: at any time, the aggregate amount of the Revolving Extensions of Credit outstanding at such time.

“ Trade Date ”: as defined in Section 10.6(b)(i)(B) .

“ Transferee ”: any Eligible Assignee or Participant.

“ Type ”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“ U.S. Person ”: any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ”: as defined in Section 2.21(f) .

“ Unfriendly Acquisition ”: any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

“ Uniform Commercial Code ” or “ UCC ”: the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of California, or as the context may require, any other applicable jurisdiction.

“ United States ” and “ U.S .”: the United States of America.

“ USCRO ”: the United States Copyright Office.

“ USPTO ”: the United States Patent and Trademark Office.

“ Voting Stock ”: as to any Person, the capital stock of any class or classes or other equity interests (however designated and including general partnership interests in a partnership) of such Person having ordinary voting power for the election of directors or similar governing body of such Person.

“ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“ Wholly Owned Subsidiary Guarantor ”: any Guarantor that is a Wholly Owned Subsidiary of a Loan Party.

“ Withholding Agent ”: as applicable, any of any applicable Loan Party and the Administrative Agent, as the context may require.

1.2 Other Definitional Provisions .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements (including this

Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time. Notwithstanding the foregoing clause (i), for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any Group Member shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(c) The words “ hereof ,” “ herein ” and “ hereunder ” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) 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, (iii) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Commitments . Subject to the terms and conditions hereof, each Term Lender severally agrees to make Term Loans to Borrower as follows:

(a) on the Closing Date in an amount equal to any amounts outstanding under the Existing Credit Facility including the Existing Letters of Credit (the “ Initial Term Loan ”); and

(b) on or after the Closing Date until the one (1) year anniversary of such date, Borrower may request additional Term Loans from time to time, to the extent that a requested Term Loan, when aggregated with the original principal amount of the Initial Term Loan and any prior Term Loans extended under this Section 2.1(b) does not exceed the Term Commitment (each such Term Loan, a “ Subsequent Term Loan ”).

The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13 .

2.2 Procedure for Term Loan Borrowing . Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M., Pacific Time, (a) three (3) Business Days prior to the requested Borrowing Date, including the Closing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, including the Closing Date, in the case of ABR Loans (in each case, with originals to follow within three (3) Business Days)) requesting that the Term Lenders make the Term Loans on the Borrowing Date and specifying the amount to be borrowed. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 P.M., Pacific Time, on the Borrowing Date, including the Closing Date, each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall fund the proceeds of the Term Loans to be made on each Borrowing Date, including the Closing Date, in accordance with the terms of this Agreement.

2.3 Repayment of Term Loans .

(a) Borrower shall repay the Initial Term Loan principal in sixteen (16) equal consecutive quarterly installments due and payable on the last Business Day of each calendar quarter, beginning on March 31, 2015. Each Term Lender shall be repaid in an amount equal to such Lender’s Term Percentage of the Initial Term Loan.

(b) Borrower shall repay the Subsequent Term principal in twelve (12) equal consecutive quarterly installments due and payable on the last Business Day of each calendar quarter beginning on March 31, 2016. Each Term Lender shall be repaid in an amount equal to such Lender’s Term Percentage of the Subsequent Term Loan.

(d) To the extent not previously paid, all then outstanding Term Loans shall be due and payable on the Maturity Date, together with all accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

2.4 Revolving Commitments .

(a) Subject to the terms and conditions hereof, the Revolving Lenders severally agree to make Revolving Loans to Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which does not exceed an amount equal to the difference between (A) the Total Revolving Commitments, and (B) the sum of (1) the aggregate principal amount of all Swingline Loans outstanding at such time, (2) the aggregate amount of all Revolving Loans outstanding at such time, (3) the aggregate undrawn amount of all Letters of Credit outstanding at such time, and (4) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time. In addition, after giving effect to any requested borrowing of Revolving Loans, (x) the amount of the Total Revolving Extensions of Credit then outstanding shall not exceed the lesser of (I) the Total Revolving Commitments at such time, and (II) the Borrowing Base at such time, and (y) the aggregate amount of the Revolving Extensions of Credit of each such Revolving Lender shall not exceed the respective Revolving Commitment of such Revolving Lender. During the Revolving Commitment Period, Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Each Revolving Loan may from time to time be a Eurodollar Loan or an ABR Loan, as determined by Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13 .

(b) Borrower shall repay all outstanding Revolving Loans on the Maturity Date. Borrower shall pay all accrued but unpaid interest on any outstanding Revolving Loans on the last Business Day of each month.

2.5 Procedure for Revolving Loan Borrowing . Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M., Pacific Time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans (in each case, with originals to follow within three (3) Business Days)) ( provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility, as applicable, to finance payments under Section 3.5(a) may be given not later than 10:00 A.M., Pacific Time, on the date of the proposed borrowing), in each such case specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date, (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor, and (iv) instructions for remittance of the proceeds of the applicable Loans to be borrowed. Unless otherwise agreed by the Administrative Agent in its sole discretion, no Revolving Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is thirty (30) days after the Closing Date. Each borrowing of, conversion to or continuation of a Eurodollar Loan shall be in a principal amount of Five Million Dollars ($5,000,000) or a whole multiple of One Million Dollars ($1,000,000) in excess thereof. Except as provided in Sections 3.5(b) and 2.7(b) , each borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of One Hundred Thousand Dollars ($100,000) in excess thereof (or, if the then Available Revolving Commitments are less than $500,000, such lesser amount). The Notice of Borrowing shall be accompanied by a Borrowing Base Certificate and such supporting detail and documentation as shall be reasonably requested by the Administrative Agent. Upon receipt of any such Notice of Borrowing and Borrowing Base Certificate from Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of Borrower at the Revolving Loan Funding Office

prior to 12:00 P.M., Pacific Time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by Borrower with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that the Administrative Agent shall distribute the proceeds of the Revolving Loans to be made on the Closing Date in accordance with the terms and conditions of this Agreement.

2.6 Swingline Commitment . Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “ Swingline Loan ” and, collectively, the “ Swingline Loans ”) to Borrower; provided that (a) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect, (b) Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (c) Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan. During the Revolving Commitment Period, Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. To the extent not required by the terms hereof to be repaid prior thereto, Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Maturity Date.

2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans .

(a) Whenever Borrower desires that the Swingline Lender make Swingline Loans, Borrower shall give the Swingline Lender irrevocable telephonic notice (which telephonic notice must be received by the Swingline Lender not later than 12:00 P.M., Pacific Time, on the proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period), and (iii) instructions for the remittance of the proceeds of such Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to Five Hundred Thousand Dollars ($500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. On the Borrowing Date specified in a notice in respect of a Swingline Loan, the Swingline Lender shall make available to Borrower an amount in immediately available funds equal to the amount of the Swingline Loan to be made by depositing such amount in the account designated in writing to the Administrative Agent by Borrower. Unless a Swingline Loan is sooner refinanced by the advance of a Revolving Loan pursuant to Section 2.7(b) , such Swingline Loan shall be repaid by Borrower no later than five (5) Business Days after the advance of such Swingline Loan.

(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion, may, on behalf of Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), upon one (1) Business Day’s telephonic notice given by the Swingline Lender no later than 12:00 P.M., Pacific Time, and promptly confirmed in writing, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of such Swingline Loan (each a “ Refunded Swingline Loan ”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Revolving Loan Funding Office in immediately available funds, not later than 12:00 P.M., Pacific Time, one (1) Business Day after the date of such notice. The proceeds of such Revolving Loan shall immediately be made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loan. Borrower irrevocably authorizes the Swingline Lender to charge Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) immediately to pay the amount of any Refunded Swingline Loan to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loan.

(c) If prior to the time that Borrower has repaid the Swingline Loans made to Borrower pursuant to Section 2.7(a) or a Revolving Loan has been made pursuant to Section 2.7(b) , one of the events described in Section 8.1(f) shall have occurred or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b) , each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b) or on the date requested by the Swingline Lender (with at least one (1) Business Day’s notice to the Revolving

Lenders), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “ Swingline Participation Amount ”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the aggregate principal amount of the outstanding Swingline Loans that were to have been repaid with such Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that if such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or Borrower may have against the Swingline Lender, Borrower or any other Person for any reason whatsoever, (ii) the occurrence of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5 , (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Loan Party, (iv) any breach of this Agreement or any other Loan Document by Borrower, any other Loan Party or any other Revolving Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f) The Swingline Lender may resign at any time by giving thirty (30) days’ prior notice to the Administrative Agent, the Lenders and Borrower. After the resignation of the Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.

2.8 Overadvances . If at any time or for any reason the amount of the Total Revolving Extensions of Credit exceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, and (y) the amount of the Borrowing Base then in effect (any such excess, a “ Overadvance ”), Borrower shall promptly pay the full amount of such Overadvance to the Administrative Agent, upon the earlier of knowledge or notice thereof, for application against the Revolving Extensions of Credit then outstanding in accordance with the terms hereof. Any prepayment of any Revolving Loan that is a Eurodollar Loan hereunder shall be subject to Borrower’s obligation to pay any amounts owing pursuant to Section 2.22 .

2.9 Fees .

(a) Facility Fee . On the Closing Date, Borrower agrees to pay to the Administrative Agent, for the account of the Lenders, a Facility Fee equal to half of one percent (0.50%) of the Facility.

(b) Commitment Fee . As additional compensation for the Revolving Commitment, Borrower shall pay to the Administrative Agent for the account of the Lenders, a fee (the “ Commitment Fee ”) for Borrower’s non-use of available funds under the Revolving Commitment (including any available funds under an Incremental Facility), payable quarterly in arrears on the last day of each calendar quarter with respect to such calendar quarter, commencing as of March 31, 2015, and on the Maturity Date, with respect to the period from the immediately preceding Fiscal Quarter to the Maturity Date (such period or such Fiscal Quarter, as applicable, a “ Measurement Period ”), in an amount equal to the Commitment Fee Rate times the average unused portion of the Revolving Commitment during such Measurement Period, as reasonably determined by the Administrative Agent. The unused portion of the Revolving Commitment, for purposes of this calculation, shall equal the Total Revolving Commitments (as reduced from time to time) less the sum of (A) the average for the Measurement Period of the daily closing balance of the Revolving Loans outstanding, (B) the average for the Measurement Period of the daily closing balance of the aggregate undrawn amount of all Letters of Credit outstanding at such time, and (C) the average for the Measurement Period of the daily closing balance of the aggregate amount of all L/C Disbursements

that have not yet been reimbursed or converted into Revolving Loans. For the avoidance of doubt, the outstanding amount of any Swingline Loans shall not be counted towards or considered usage of the Total Revolving Commitments for purposes of determining the Commitment Fee.

(c) Fees Nonrefundable . All fees payable under this Section 2.9 shall be fully earned on the date paid and nonrefundable.

2.10 Termination or Reduction of Revolving Commitments, L/C Commitments . Borrower shall have the right, upon not less than three (3) Business Days’ written notice delivered to the Administrative Agent, to terminate the Total Revolving Commitments or, from time to time, to reduce the amount of the Total Revolving Commitments; provided no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans to be made on the effective date thereof (a) the amount of the Total Revolving Extensions of Credit then outstanding would exceed the lesser of (i) the Total Revolving Commitments then in effect, and (ii) the Borrowing Base then in effect; and (b) the amount of the Total Revolving Extensions of Credit then outstanding would exceed the amount of the Total Revolving Commitments then in effect. Any such reduction shall be in an amount equal to One Million Dollars ($1,000,000), or a whole multiple in excess thereof, and shall reduce permanently the Total Revolving Commitments then in effect; provided that, if in connection with any such reduction or termination of the Total Revolving Commitments a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Borrower shall also pay any amounts owing pursuant to Section 2.22 . Borrower shall have the right, upon not less than three (3) Business Days’ written notice delivered to the Administrative Agent, to terminate the Total L/C Commitments available to Borrower or, from time to time, to reduce the amount of the Total L/C Commitments available to Borrower; provided that, in any such case, no such termination or reduction of the Total L/C Commitments shall be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to One Million Dollars ($1,000,000), or a whole multiple in excess thereof, and shall reduce permanently the Total L/C Commitments then in effect.

2.11 Additional Incremental Facility . Borrower may, at any time and from time to time, request an increase to the Term Facility or the Revolving Facility in an aggregate amount of up to Twenty Million Dollars ($20,000,000) (such increase, an “ Incremental Facility ”), provided :

(a) all such Incremental Facilities shall be subject to Lenders’ approval;

(b) no Lender will be required to increase its Commitment;

(c) after giving effect to such Incremental Facility, (i) no Default or Event of Default shall exist and (ii) Borrower shall be in compliance with the financial covenants set forth in the Loan Documents; and

(d) any Loan made under any Incremental Facility shall be on the same terms as the Loans made hereunder with respect to the portion of the Facility to which the Incremental Facility relates and subject to the conditions applicable to all Loans pursuant to the Loan Documents.

2.12 Optional Term Loan Prepayments . Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 P.M., Pacific Time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 P.M., Pacific Time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Borrower shall also pay any amounts owing pursuant to Section 2.22 ; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans shall be in an aggregate principal amount of One Million Dollars ($1,000,000) or a whole multiple thereof. Prepayments of the Term Loans made pursuant to this Section 2.12 shall be applied to the

prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Section 2.3 and 2.19(b) .

2.13 Mandatory Prepayments .

(a) (i) If there shall be Excess Cash Flow for any Fiscal Year as of the last day of which the aggregate outstanding principal amount of the Term Loans equals or exceeds Twenty Million Dollars ($20,000,000), Borrower shall, on the relevant Excess Cash Flow Application Date, apply thirty-three percent (33%) of such Excess Cash Flow toward the prepayment of the Term Loans and other amounts as set forth in Section 2.13(b) , and (ii) if there shall be Excess Cash Flow for any Fiscal Year as of the last day of which the aggregate outstanding principal amount of the Term Loans equals or exceeds Ten Million Dollars ($10,000,000) but is less than Twenty Million Dollars ($20,000,000), Borrower shall, on the relevant Excess Cash Flow Application Date, apply twenty-five percent (25%) of such Excess Cash Flow toward the prepayment of the Term Loans and other amounts as set forth in Section 2.13(b) . Each such prepayment shall be made on a date (each an “ Excess Cash Flow Application Date ”) occurring no later than the earliest of (x) the date on which the financial statements of Borrower referred to in Section 6.1(a) , for the Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent, (y) the date such financial statements are actually delivered and (z) March 31st of such year.

(b) Amounts to be applied in connection with prepayments made pursuant to this Section 2.13 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.19(b) ( provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “ Declined Amount ”), in which case the Declined Amount shall be distributed to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.13 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “ Mandatory Prepayment Date ”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date.

(c) Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13 , (i) a certificate signed by a Responsible Officer of Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least ten (10) days’ prior written notice of such prepayment (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment and the principal amount of the Term Loan to be prepaid.

(d) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.13 .

2.14 Conversion and Continuation Options .

(a) Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M., Pacific Time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. Subject to Section 2.18 , Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 12:00 P.M., Pacific Time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan may be converted into a Eurodollar Loan when an Event of Default has occurred and is continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof.

(b) Subject to Section 2.18 , any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by Borrower’s giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent by no later than 12:00 P.M., Pacific Time, on the date occurring three (3) Business Days preceding the proposed continuation date and otherwise in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 , of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan may be continued as such when an Event of Default has occurred and is continuing; provided further that if Borrower shall fail to give any required notice as described above in this Section 2.14(b) or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall automatically be converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof.

2.15 Limitations on Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to One Million Dollars ($1,000,000) or a whole multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, and (b) no more than seven (7) Eurodollar Tranches shall be outstanding at any one time.

2.16 Interest Rates .

(a) Each Eurodollar Loan shall bear interest during the Interest Period with respect thereto at a rate per annum equal to (i) the Eurodollar Rate plus (ii) the Applicable Margin.

(b) Each ABR Loan (including any Swingline Loan) shall bear interest at a rate per annum equal to (i) the ABR plus (ii) the Applicable Margin.

(c) During the continuance of an Event of Default, at the request of the Required Lenders, all outstanding Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.16 plus 2.00% (the “ Default Rate ”); provided that the Default Rate shall apply to all outstanding Loans automatically and without any Required Lenders consent therefor upon the occurrence of any Event of Default arising under Section 8.1(a) . Interest accruing pursuant to this Section 2.16(c) shall be payable from time to time on demand.

2.17 Computation of Interest and Fees .

(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify Borrower and the relevant Lenders of each determination of a Eurodollar Rate (and, as applicable, of the determination of the Eurodollar Rate applicable to an ABR Loan). Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify Borrower and the Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding upon Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of Borrower, deliver to Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.17(a) .

2.18 Inability to Determine Interest Rate . If prior to the first day of any Interest Period, or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and

fairly reflect the cost to the Lenders (as conclusively certified by the Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify Borrower and the Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (w) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall Borrower have the right to convert Loans to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

2.19 Pro Rata Treatment and Payments .

(a) Each borrowing by Borrower from the Lenders hereunder, each payment by Borrower on account of any facility or commitment fee and any reduction of the Commitments shall be made pro rata according to the respective Term Percentages, L/C Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

(b) Except as otherwise provided herein, each payment (including each prepayment) by Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans pro rata based upon the respective then remaining principal amounts thereof. Except as otherwise may be agreed by Borrower and the Required Lenders, any prepayment of Term Loans shall be applied to the then outstanding Term Loans on a pro rata basis regardless of type. Amounts prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by Borrower on account of principal of and interest on its Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans made to Borrower and then held by the Revolving Lenders.

(d) All payments (including prepayments) to be made by Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 12:00 P.M., Pacific Time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Any payment received by the Administrative Agent after 12:00 P.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the date of any borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent on such date in accordance with Section 2 , and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender and Borrower severally agree to pay to the Administrative Agent, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made

available to Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate equal to 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, and (ii) in the case of a payment to be made by Borrower, the rate per annum applicable to ABR Loans. If Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(f) Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower is making such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party.

(g) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2 , and such funds are not made available to Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(h) A Lender’s obligations hereunder to (i) make Term Loans, (ii) make Revolving Loans, (iii) to fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iv) to fund its respective Swingline Participation Amount of any Swingline Loan, and (v) to make payments pursuant to Section 9.7 , as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7 .

(i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Term Percentage, Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall forthwith advise the Administrative Agent of the receipt of such payment, and within five (5) Business Days of such receipt purchase (for cash at face value) from the other Term Lenders, Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Term

Loans or Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Term Percentages, Revolving Percentages or L/C Percentages, as applicable; provided, however , that if all or any portion of such excess payment is thereafter recovered by or on behalf of Borrower from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.19(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.19(k) shall be required to implement the terms of this Section 2.19(k) . The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.19(k) and shall in each case notify the Term Lenders, the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of this Section 2.19(k) shall not be construed to apply to (i) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10 , or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

(l) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without Borrower’s request and even if the conditions set forth in Section 5.2 would not be satisfied, make a Revolving Loan to Borrower in an amount equal to the portion of the Obligations of Borrower constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, as applicable, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments then in effect.

2.20 Illegality; Requirements of Law .

(a) Illegality . If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the ABR, the interest on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR, in each case, until such Lender notifies the Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans made to Borrower by such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest based upon the Eurodollar Rate, the Administrative Agent shall, during the period of such suspension compute the ABR applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such

Lender to determine or charge interest based upon the Eurodollar Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted.

(b) Requirements of Law . If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or the compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate); or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining Loans determined with reference to the Eurodollar Rate or of maintaining its obligation to make such Loans, or to increase the cost to such Lender or such other Recipient of issuing or participating in Letters of Credit, or to reduce any amount receivable or received by such Lender or other Recipient hereunder in respect thereof (whether in respect of principal, interest or any other amount), then, in any such case, upon the request of such Lender or other Recipient, Borrower shall promptly pay such Lender or other Recipient, as the case may be, any additional amounts necessary to compensate such Lender or other Recipient, as the case may be, for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.20(b) , it shall promptly notify Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(c) If any Lender determines that any change in any Requirement of Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such change in such Requirement of Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(d) For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives in connection therewith are deemed to have gone into effect and been adopted after the date of this Agreement, and (ii) all requests, rules, guidelines or directives 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, in each case pursuant to Basel III, shall in each case be deemed to be a change in any Requirement of Law, regardless of the date enacted, adopted or issued.

(e) A certificate as to any additional amounts payable pursuant to this Section 2.20 submitted by any Lender to Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.20 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding anything to the contrary in this Section 2.20 , Borrower shall not be required to compensate a Lender pursuant to this Section 2.20

for any amounts incurred more than nine (9) months prior to the date that such Lender notifies Borrower of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of Borrower arising pursuant to this Section 2.20 shall survive the termination of the Commitments, the termination of this Agreement, the repayment of all Obligations and the resignation of the Administrative Agent.

2.21 Taxes .

(a) Payments Free of Taxes . All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law, and Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.21 . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes . Borrower shall, and shall cause each other Loan Party to, timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes applicable to such Loan Party.

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.21 , such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by Loan Parties . The Loan Parties shall jointly and severally (but subject to the proviso appearing below in this Section 2.21(d) ) indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.21 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto (including any liabilities with respect to, or resulting from, any delay in paying such Indemnified Taxes), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by Lenders . Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.21(e) .

(f) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.20(f)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if the Lender is not legally entitled to complete, execute or deliver such documentation or, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

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

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

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

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

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from

time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so. Each Lender shall promptly notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that such Lender is not legally able to deliver.

(iv) Each Lender acknowledges and agrees that certain payments made under this Agreement to any Lender that do not comply with the information collection and reporting obligations imposed by the United States with respect to foreign accounts, or that fail to provide adequate certification regarding such compliance, may become subject to withholding taxes imposed under FATCA. Each Lender agrees to undertake commercially reasonable actions to cooperate with the Administrative Agent and Borrower in establishing that it is in compliance with such requirements and agrees to provide all certifications required by the IRS or determined by the Administrative Agent, in its reasonable discretion, to be necessary for the Administrative Agent to establish its compliance under such provisions on or before June 30, 2015. Nothing in this Agreement shall be interpreted to require any Lender to violate any law or regulation applicable to such Lender in any jurisdiction in which such Lender is formed, managed and controlled or doing business.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.21 (including by the payment of additional amounts pursuant to this Section 2.21 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.21 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) if such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 2.21 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the

termination of the Commitments, the termination of this Agreement and the repayment, satisfaction or discharge of all obligations under any Loan Document.

2.22 Indemnity . Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) a default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) a default by Borrower in making any prepayment of or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (c) for any reason, the making of a prepayment of Eurodollar Loans by Borrower on a day that is not the last day of an Interest Period with respect thereto. Such losses and expenses shall be equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, reduced, converted or continued, for the period from the date of such prepayment or of such failure to borrow, reduce, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, reduce, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest or other return for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any), over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.23 Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.20(b) , Section 2.20(c) , Section 2.21(a) or Section 2.21(d) with respect to such Lender, it will, if requested by Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans affected by such event or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, in each case, with the objective of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal, regulatory or other disadvantage; provided further that nothing in this Section shall affect or postpone any of the obligations of Borrower or the rights of any Lender pursuant to Section 2.20(b) , Section 2.20(c) , Section 2.21(a) or Section 2.21(d) . Borrower hereby agrees to pay all reasonable costs and expenses incurred by any applicable Lender in connection with any such designation or assignment made at the request of Borrower.

2.24 Substitution of Lenders . Upon the receipt by Borrower of any of the following (or in the case of clause (a) below, if Borrower is required to pay any such amount), with respect to any Lender (any such Lender described in clauses (a) through (c) below being referred to as an “ Affected Lender ” hereunder):

(a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.21 or of increased costs pursuant to Section 2.20(b) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.23 or is a Non-Consenting Lender);

(b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or

then Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in (i) or (ii) being a “ Replacement Lender ”); provided , however , that Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.22 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any Eurodollar Loans then outstanding; and provided further, however , that if Borrower elects to exercise such right with respect to any

Affected Lender under clause (a) or (b) of this Section 2.24 , then Borrower shall be obligated to replace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.24 shall be required to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment upon payment to such Affected Lender of an amount (in the aggregate for all Replacement Lenders) equal to one hundred percent (100%) of the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including amounts under Section 2.22 ). Any such designation of a Replacement Lender shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 10.6 (with the assignment fee to be paid by Borrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.24 , (a) in the case of any such assignment resulting from a claim for compensation under Section 2.20 or payments required to be made pursuant to Section 2.21 , such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (c) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.24 , the applicable assignee shall have consented to the applicable amendment, waiver or consent. Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

2.25 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.1 and in the definitions of Majority Revolving Lenders, Majority Term Lenders and Required Lenders.

(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 10.7 ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or to the Swingline Lender hereunder; third , to be held as Cash Collateral for the funding obligations of such Defaulting Lender of any participation in any Letter of Credit; fourth , as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans, and (y) be held as Cash Collateral for the future funding obligations of such Defaulting Lender of any participation in any future Letter of Credit; sixth , to the payment of any amounts owing to any L/C Lender, the Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any L/C Lender, the Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or L/C Advances in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans or L/C Advances were made at a

time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Advances owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Advances owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Advances and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.25(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.25(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees .

(A) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.9(b) for any period during which such Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(B) Each Defaulting Lender shall be limited in its right to receive Letter of Credit Fees as provided in Section 3.3(d) .

(C) With respect to any fee or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee or Letter of Credit Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing Lender and to the Swingline Lender, as applicable, the amount of any such fee or Letter of Credit Fee, as applicable, otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s or the Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee or Letter of Credit Fee, as applicable.

(iv) Reallocation of Pro Rata Share to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 3.4 or in Swingline Loans pursuant to Section 2.7(c) , the L/C Percentage of each non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that, (A) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default has occurred and is continuing; (B) the aggregate obligations of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit and (C) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless Borrower (or in the case of any such proposed risk participation in a Swingline Loan, the Revolving Lenders) shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time). No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans . If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first , prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure, and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 3.10 .

(b) Defaulting Lender Cure . If Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with

respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages, L/C Percentages and Term Percentages, as applicable (without giving effect to Section 2.25(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

(c) New Swingline Loans/Letters of Credit . So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure in respect of any Letter of Credit after giving effect thereto.

(d) Termination of Defaulting Lender . Borrower may terminate the unused amount of the Commitment of any Revolving Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.25(a)(ii) will apply to all amounts thereafter paid by Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Default or Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim of Borrower, the Administrative Agent, the Issuing Lender, the Swingline Bank or any other Lender may have against such Defaulting Lender.

2.26 Notes . If so requested by any Lender by written notice to Borrower (with a copy to the Administrative Agent), Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6 ) (promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

SECTION 3

LETTERS OF CREDIT

3.1 L/C Commitment .

(a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (“ Letters of Credit ”) for the account of Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the L/C Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). For the avoidance of doubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person pursuant to this Agreement.

(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if:

(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law;

(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of

letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it;

(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;

(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;

(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;

(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than Five Hundred Thousand Dollars ($500,000); or

(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10 , satisfactory to the Issuing Lender (in its sole discretion) with Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.25(a)(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

3.2 Procedure for Issuance of Letters of Credit . Borrower may from time to time request that the Issuing Lender issue a Letter of Credit for the account of Borrower by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

3.3 Fees and Other Charges .

(a) Borrower agrees to pay, with respect to each outstanding Letter of Credit issued for the account of (or at the request of) Borrower, (i) a fronting fee of 0.125% per annum on the daily amount available to be drawn under each such Letter of Credit to the Issuing Lender for its own account (a “ Letter of Credit Fronting Fee ”), (ii) a letter of credit fee equal to the Applicable Margin for Letters of Credit multiplied by the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “ Letter of Credit Fee ”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) Borrower or processing of drawings thereunder (the fees in this clause (ii), collectively, the “ Issuing Lender Fees ”). The Issuing Lender Fees shall be paid when required by the Issuing Lender, and the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter and on the Maturity Date (each, an “ L/C Fee Payment Date ”) after the issuance date of such Letter of

Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(b) In addition to the foregoing fees, Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering such Letter of Credit.

(c) Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such Letter of Credit issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

(d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv) , with the balance of such Letter of Credit Fee, if any, payable to the Issuing Lender for its own account.

(e) All fees payable pursuant to this Section 3.3 shall be fully–earned on the date paid and shall not be refundable for any reason.

3.4 L/C Participations . The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Lender, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Lender’s own account and risk an undivided interest equal to such L/C Lender’s L/C Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Lender agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by Borrower pursuant to Section 3.5(a) , such L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Lender may have against the Issuing Lender, Borrower or any other Person for any reason whatsoever, (ii) the occurrence of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5.2 , (iii) any adverse change in the condition (financial or otherwise) of Borrower, (iv) any breach of this Agreement or any other Loan Document by Borrower, any other Loan Party or any other L/C Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

3.5 Reimbursement .

(a) If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify Borrower and the Administrative Agent thereof and Borrower shall pay or cause to be paid to the Issuing Lender an amount equal to the entire amount of such L/C Disbursement not later than the immediately following Business Day. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds.

(b) If the Issuing Lender shall not have received from Borrower the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage of such L/C Disbursement (and the Administrative Agent may apply Cash Collateral provided for this purpose) and upon such payment pursuant to this paragraph to reimburse the Issuing Lender for any L/C Disbursement, Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the date of such payment until the date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand;

provided that if at the time of and after giving effect to such payment by the L/C Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “ Revolving Loan Conversion ”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this paragraph shall, on and after the payment date thereof, be deemed to be Revolving Loans for all purposes hereunder; provided that the Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of whether the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

3.6 Obligations Absolute . Borrower’s obligations under this Section 3 shall be absolute and unconditional under all circumstances and irrespective of any setoff, counterclaim or defense to payment that Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and that Borrower’s obligations hereunder shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding upon Borrower and shall not result in any liability of the Issuing Lender to Borrower.

In addition to amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save Issuing Lender harmless from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit, or (B) the failure of Issuing Lender or of any L/C Lender to honor a demand for payment under any Letter of Credit thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Issuing Lender or such L/C Lender (as finally determined by a court of competent jurisdiction).

3.7 Letter of Credit Payments . If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify Borrower and the Administrative Agent of the date and amount thereof. The responsibility of the Issuing Lender to Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8 Applications . To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3 , the provisions of this Section 3 shall apply.

3.9 Interim Interest . If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, then, unless Borrower shall have reimbursed such L/C Disbursement in full within the time period specified in Section 3.5(a) or the L/C Lenders shall have reimbursed such L/C Disbursement in full on such date as provided in Section 3.5(b) , in each case the unpaid amount thereof shall bear interest for the account of the Issuing Lender, for each day from and including the date of such L/C Disbursement to but excluding the earlier of the date of payment by Borrower, at the rate per annum that would apply to such amount if such amount were a Revolving Loan that is an ABR Loan; provided that the provisions of Section 2.16(c) shall be applicable to any such amounts not paid when due.

3.10 Cash Collateral .

(a) Certain Credit Support Events . Upon the request of the Administrative Agent or the Issuing Lender (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Advance by all the L/C Lenders that is not reimbursed by Borrower, or (ii) if, as of the Maturity Date, any L/C Exposure in respect of any Letters of Credit issued for the account of or at the request of an Borrower for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then effective L/C Exposure in an amount equal to one hundred five percent (105%) of such L/C Exposure.

At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the request of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent), Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover one hundred five percent (105%) of the Fronting Exposure related to Letters of Credit.

(b) Grant of Security Interest . All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing Deposit Accounts with the Administrative Agent. Borrower, and to the extent provided by any Lender or Defaulting Lender, such Lender or Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lender and the L/C Lenders, and agrees to maintain, a first priority security interest and Lien in all such Cash Collateral and in all proceeds thereof, as security for the Obligations to which such Cash Collateral may be applied pursuant to Section 3.10(c) . If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or any Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less than one hundred five percent (105%) of the applicable L/C Exposure, Fronting Exposure and other Obligations secured thereby, Borrower or the relevant Lender or Defaulting Lender, as applicable, will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by such Defaulting Lender).

(c) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 3.10 , Section 2.25 or otherwise in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Termination of Requirement . Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure in respect of Letters of Credit or other Obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 3.10 following (i) the elimination of the applicable Fronting Exposure and other Obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) a determination by the Administrative Agent and the Issuing Lender that there exists excess Cash Collateral; provided, however , (A) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default, and (B) that, subject to Section 2.25 , the Person providing such Cash Collateral and the Issuing Lender may agree that such Cash Collateral shall not be released but instead shall be held to support future anticipated Fronting Exposure or other obligations, and provided further , that to the extent that such Cash Collateral was provided by Borrower or any other Loan Party, such Cash Collateral shall remain subject to any security interest and Lien granted pursuant to the Loan Documents.

3.11 Additional Issuing Lenders . Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender or Lenders, designate one or more additional Lenders to act as a Letter of Credit issuing bank under the terms of this Agreement. Any Lender designated as a Letter of Credit issuing bank pursuant to this Section 3.11 shall be deemed to be an “ Issuing Lender ” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Lender and such Lender.

3.12 Resignation of the Issuing Lender . The Issuing Lender may resign at any time by giving at least thirty (30) days’ prior written notice to the Administrative Agent, the Lenders and Borrower. Subject to the next succeeding paragraph, upon the acceptance of any appointment as the Issuing Lender hereunder by a Lender that shall agree to serve as successor Issuing Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Lender and the retiring Issuing Lender shall be discharged from its obligations to issue additional Letters of Credit hereunder without affecting its rights and obligations with respect to Letters of Credit previously issued by it. At the time such resignation shall become effective, Borrower shall pay all accrued and unpaid fees pursuant to Section 3.3 . The acceptance of any appointment as the Issuing Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Lender under this Agreement and the other Loan Documents (other than with respect to the rights of the retiring Issuing Lender with respect to Letters of Credit issued by such retiring Issuing Lender) and (ii) references herein and in the other Loan Documents to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the resignation of the Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit.

3.13 Applicability of ISP . Unless otherwise expressly agreed by the Issuing Lender and Borrower when a Letter of Credit is issued and, subject to applicable laws, the Letters of Credit shall be governed by and subject to the rules of the ISP.

SECTION 4

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement, to make the initial Loans on the Closing Date, and to make the Loans and to issue the Letters of Credit thereafter, Borrower hereby represents and warrants to the Administrative Agent and each Lender, as to itself and as to each of its Subsidiaries, that:

4.1 Financial Condition .

(a) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to Borrower as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of the dates specified therein assuming that the events specified in the preceding sentence had actually occurred at such date.

(b) The audited consolidated balance sheets of Borrower and its consolidated Subsidiaries as of December 31, 2011, December 31, 2012, and December 31, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of Borrower and its consolidated Subsidiaries as at (i) September 30, 2014, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, and (ii) December 31, 2014, and the related unaudited consolidated statements of income and cash flows for the one-month period ended on such date, in each case (i) and (ii), present fairly in all material respects the consolidated financial condition of Borrower and its consolidated Subsidiaries as at such respective date, and the consolidated results of its operations and its consolidated cash flows for the respective period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date, any material Guarantee Obligations, material contingent liabilities and liabilities for material Taxes, or any long-term leases or unusual

forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this Section 4.1(b) . During the period from December 31, 2013, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

4.2 No Change . Since December 31, 2013, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3 Existence; Compliance with Law . Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, and (d) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

4.4 Power, Authorization; Enforceable Obligations . Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of Borrower, to authorize the extensions of credit to be requested by and made to Borrower pursuant to the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part I of Schedule 4.4 , which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are in full force and effect; (ii) the third party consents described in Part II of Schedule 4.4 , provided that the failure to obtain any or all of such third party consents described in such Part II of Schedule 4.4 shall not reasonably be expected to result in a Material Adverse Effect; and (iii) the filings referred to in Section 4.19 . Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5 No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder, the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents), except, in any such case, as set forth in Schedule 4.5 . No Requirement of Law or Contractual Obligation applicable to any Loan Party or to any of its respective Subsidiaries could reasonably be expected to have a Material Adverse Effect. The absence of obtaining any Governmental Approvals described in Schedule 4.4 and the violations of any Requirements of Law referenced in Schedule 4.5 do not and will not have an adverse effect on any rights of the Lenders or the Administrative Agent pursuant to the Loan Documents.

4.6 Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

4.7 No Default . No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing, nor shall either result from the making of a requested Credit Extension.

4.8 Ownership of Property; Liens; Investments . Each Group Member has title in fee simple to, or a valid leasehold interest in, all of its real property, and good title to, or a valid leasehold interest in, all of its other property, and none of such property is subject to any Lien except as permitted by Section 7.3 . No Loan Party owns any Investment except as permitted by Section 7.7 . The Collateral Information Certificate sets forth a complete and accurate list of all real property owned by each Loan Party as of the date hereof, if any. The Collateral Information Certificate sets forth a complete and accurate list of all leases of real property under which any Loan Party is the lessee as of the date hereof.

4.9 Intellectual Property . Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any such Group Member’s Intellectual Property, nor does Borrower know of any valid basis for any such claim, unless such claim could not reasonably be expected to have a Material Adverse Effect. The use of Intellectual Property by each Group Member, and the conduct of such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person, unless such infringement could not reasonably be expected to have a Material Adverse Effect, and there are no claims pending or, to the knowledge of Borrower, threatened to such effect.

4.10 Taxes . Each Group Member has filed or caused to be filed all Federal, material state, material local income and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any material assessments made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); no tax Lien has been filed (other than Liens permitted pursuant to Section 7.3(a) ), and, to the knowledge of Borrower, no material claim is being asserted, with respect to any such tax, fee or other charge.

4.11 Federal Regulations . No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board or (b) for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent of Borrower, Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

4.12 Labor Matters . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

4.13 ERISA .

(a) Each Loan Party and each of its respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Pension Plan, and have performed all their obligations under each Pension Plan;

(b) no ERISA Event has occurred or is reasonably expected to occur;

(c) each Loan Party and each of its respective ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained;

(d) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and no Loan Party nor any of its respective ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty (60%) as of the most recent valuation date;

(e) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed One Million Dollars ($1,000,000);

(f) the execution and delivery of this Agreement and the consummation and the other transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code;

(g) all liabilities under each Pension Plan are (i) funded to at least the minimum level required by law, (ii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iii) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; and

(h) (i) no Loan Party is nor will any such Loan Party be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the respective assets of the Loan Parties do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) no Loan Party is nor will any such Loan Party be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with any Loan Party are not and will not be subject to state statutes applicable to such Loan Party regulating investments of fiduciaries with respect to governmental plans.

4.14 Investment Company Act; Other Regulations . No Loan Party is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. Except as set forth in Schedule 4.5 , no such Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board), including the Public Utility Holding Company Act of 2005 and the Federal Power Act, that may limit its ability to incur Indebtedness or that may otherwise render all or any portion of the Obligations unenforceable.

4.15 Subsidiaries . Except as disclosed to the Administrative Agent by Borrower in writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth, the name and jurisdiction of organization of Borrower and each of its direct and indirect Subsidiaries and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party, and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of Borrower, or any Subsidiary of any such Person, except as may be created by the Loan Documents.

4.16 Use of Proceeds . The proceeds of the Term Loans and the Revolving Loans shall be used to obtain financing (a) in order to refinance the indebtedness of Borrower existing under the Existing Credit Facility, (b) in order to facilitate the payment of transactional fees, costs, and expenses incurred in connection with the Loan Documents and the transactions contemplated hereby, and (c) for working capital financing and letter of credit facilities and other general corporate purposes.

4.17 Environmental Matters . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) Except as disclosed on Schedule 4.17 , the facilities and properties owned, leased or operated by any Group Member (the “ Properties ”) do not contain, and, to the knowledge of Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law;

(b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any such Group Member (the “ Business ”), nor does Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;

(c) no Group Member has transported or disposed of Materials of Environmental Concern from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor has any such Group Member generated, treated, stored or disposed of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;

(e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties arising from or related to the operations of any Group Member or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;

(f) the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws in all material respects and, except as disclosed on Schedule 4.17 , to the knowledge of Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business;

(g) no Group Member has assumed any liability of any other Person under Environmental Laws; and

(h) except as set forth in Section 4.3(d) , this Section 4.17 , and the first sentence of Section 4.18 , no representations or warranties are being made with respect to matters under or relating to environmental matters.

4.18 Accuracy of Information, Etc. . No statement or information contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, the other Loan Documents (in each case, as modified or supplemented by other information so furnished), contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Borrower, and/or Borrower, as applicable, to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby, or by the other Loan Documents.

4.19 Security Documents . The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“ Certificated Securities ”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal

property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) , the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 ). As of the Closing Date, no Loan Party that is a limited liability company or partnership has issued any Capital Stock that is a Certificated Security.

4.20 Solvency . Each Loan Party is, and after giving effect to the incurrence of all Indebtedness, Obligations and obligations being incurred in connection herewith and therewith, will be and will continue to be, Solvent.

4.21 Designated Senior Indebtedness . The Loan Documents and all of the Obligations have been deemed “Designated Senior Indebtedness” or a similar concept thereto, if applicable, for purposes of any other Indebtedness of the Loan Parties.

4.22 Insurance . All insurance maintained by the Loan Parties is in full force and effect, all premiums have been duly paid, no Loan Party has received notice of violation or cancellation thereof, and there exists no default under any requirement of such insurance. Each Loan Party maintains insurance with financially sound and reputable insurance companies insurance on all its property (and also with respect to its foreign receivables) in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

4.23 No Casualty . No Loan Party has received any notice of, nor does any Loan Party have any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any material portion of its property.

4.24 Accounts Receivable .

(a) To the extent any Account is designated in any Borrowing Base Certificate as an “Eligible Account”, such Account constitutes an Eligible Account as of the date of such Borrowing Base Certificate.

(b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s respective books and records are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account comply in all material respects with all applicable laws and governmental rules and regulations. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts of Borrower are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

4.25 Capitalization . Schedule 4.25 sets forth the beneficial owners of all Capital Stock of Borrower and its consolidated Subsidiaries, and the amount of Capital Stock held by each such owner, as of the Closing Date.

SECTION 5

CONDITIONS PRECEDENT

5.1 Conditions to Initial Extension of Credit . The effectiveness of this Agreement and the obligation of each Lender to make its initial extension of credit hereunder shall be subject to the satisfaction, prior to or concurrently with the making of each such extension of credit on the Closing Date, of the following conditions precedent:

(a) Loan Documents . The Administrative Agent shall have received each of the following, each of which shall be in form and substance satisfactory to the Administrative Agent:

(i) this Agreement, executed and delivered by the Administrative Agent, Borrower and each Lender listed on Schedule 1.1A ;

(ii) the Collateral Information Certificate, executed by a Responsible Officer of the Loan Parties;

(iii) if required by any Term Lender, a Term Loan Note executed by Borrower in favor of such Term Lender;

(iv) if required by any Revolving Lender with respect to Borrower, a Revolving Loan Note executed by Borrower in favor of such Revolving Lender;

(v) if required by the Swingline Lender with respect to Borrower, a Swingline Loan Note executed by Borrower in favor of such Swingline Lender;

(vi) the Guarantee and Collateral Agreement, executed and delivered by each Grantor named therein;

(vii) the Borrower Patent and Trademark Security Agreement, executed by Borrower and the Administrative Agent; and

(viii) each other Security Document, executed and delivered by the applicable Loan Party thereto.

(b) Pro Forma Financial Statements; Financial Statements; Projections . The Administrative Agent shall have received (i) the Pro Forma Financial Statements, (ii) audited annual consolidated financial statements of Borrower as of December 31, 2011, December 31, 2012 and December 31, 2013, (iii) unaudited quarterly consolidated financial statements of Borrower as of September 30, 2014, and (iv) unaudited monthly consolidated financial statements of Borrower as of December 31, 2014.

(c) Approvals . Except for the Governmental Approvals described in Schedule 4.4 , all Governmental Approvals and consents and approvals of, or notices to, any other Person (including the holders of any Capital Stock issued by any Loan Party) required in connection with the execution and performance of the Loan Documents, the continuing operations of the Group Members, the operations of the Group Members as expected to result from the consummation of the other transactions contemplated hereby, shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that could reasonably be expected to restrain, prevent or otherwise impose burdensome conditions on the financing contemplated hereby. The absence of obtaining the Governmental Approvals described in Schedule 4.4 shall not have an adverse effect on any rights of the Lenders, the Administrative Agent pursuant to the Loan Documents.

(d) Secretary’s or Managing Member’s Certificates; Certified Operating Documents; Good Standing Certificates.

(i) The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date and executed by the director, Secretary, Managing Member or equivalent officer of such Loan Party, in form and substance satisfactory to the Administrative Agent, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party, (B) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, (C) where applicable, a good standing certificate for each Loan Party from its respective jurisdiction of organization, and (E) with respect to each Loan Party, certificates of qualification as a foreign corporation issued by each jurisdiction in which the failure of such Loan Party to be so qualified could reasonably be expected to result in a Material Adverse Effect.

(e) Responsible Officer’s Certificates .

(i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party, dated as of the Closing Date and in form and substance reasonably satisfactory to it, either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any such Loan Party of the

Loan Documents to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required.

(ii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying (A) that the conditions specified in Section 5.1 and Section 5.2 have been satisfied; (B) that each of the representations and warranties made by each Loan Party in or pursuant to any Loan Document (i) that is qualified by materiality is true and correct, and (ii) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of the Closing Date; (C) that there has been no event or circumstance since December 31, 2013, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (D) no Default or Event of Default has occurred as of the Closing Date after giving effect to the Loans advanced on the Closing Date; (E) that there is no injunction, writ or restraining order restraining or prohibiting the consummation of the financing arrangements and transactions contemplated by the Loan Documents; and (F) that upon the payment of the funds on the Closing Date, as contemplated by this Agreement, any Liens of SVB are irrevocably authorized to be released without any further act by SVB, and upon such release the Equity Interests and other assets of Borrower shall be free and clean of all Liens, other than Liens granted to the Administrative Agent pursuant to the Security Documents and other Liens permitted by Section 7.3 .

(f) Patriot Act . The Administrative Agent shall have received, prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act.

(g) Reports . The Administrative Agent shall have received, in form and substance satisfactory to it, all asset appraisals, field audits, and such other reports and certifications, as it has reasonably requested.

(h) Existing Credit Facility, Etc . (A) Borrower shall have provided notice to the Existing Lender (in accordance with the terms of the Existing Credit Agreement) of its intent to pay all obligations of the Group Members outstanding under the Existing Credit Agreement and otherwise in connection with the Existing Credit Facility on the Closing Date, (B) the Administrative Agent shall have received a copy of the Payoff Letter executed by the Existing Lender and Borrower, (C) all obligations of the Group Members in respect of the Existing Credit Facility shall, substantially contemporaneously with the funding of certain Loan proceeds to the Existing Lender on the Closing Date, have been paid in full, (D) the Administrative Agent shall be satisfied that all actions necessary to terminate the agreements evidencing the obligations of the Group Members in respect of the Existing Credit Facility and the Liens of the Existing Lender in the assets of the Group Members securing obligations under the Existing Credit Facility shall have been, or substantially contemporaneously with the Closing Date, shall be, taken, and (E) the Administrative Agent shall have received such other documents and information related to the Existing Credit Facility and the refinancing thereof as it may request.

(i) Collateral Matters .

(i) Lien Searches . The Administrative Agent shall have received the results of recent lien searches in each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no Liens on any of the assets of the Loan Parties, except for Liens permitted by Section 7.3 , or Liens to be discharged on or prior to the Closing Date upon release of the Initial Loan Proceeds to the parties to whom such Initial Loan Proceeds are to be distributed pursuant to the terms of this Agreement.

(ii) Pledged Stock; Stock Powers; Pledged Notes . The Administrative Agent shall have received original versions of (A) the certificates (if any) representing the shares of Capital Stock pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (B) each promissory note (if any) pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(iii) Filings, Registrations, Recordings, Agreements, Etc . Each document (including any UCC financing statements, any Intellectual Property Security Agreements, any Deposit Account Control Agreements, any Securities Account Control Agreements, and any landlord access agreements and/or bailee waivers) required by the Loan Documents or under law or reasonably requested by the Administrative Agent to be filed, executed registered or recorded to create in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) a perfected Lien on the Collateral described therein, prior and superior in right and priority to any Lien in the Collateral held by any other Person (other than with respect to Liens expressly permitted by Section 7.3 ), shall have been executed and delivered to the Administrative Agent or, as applicable, be in proper form for filing, registration or recordation.

(iv) Collateral Audit . The Administrative Agent shall have completed an initial audit of the Collateral of Borrower.

(j) Insurance . The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guaranty and Collateral Agreement, together with evidence reasonably satisfactory to the Administrative Agent that the insurance policies of each Loan Party have been endorsed for the purpose of naming the Administrative Agent (for the ratable benefit of the Secured Parties) as an “additional insured” or “lender loss payee”, as applicable, with respect to such insurance policies.

(k) Fees . The Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the Closing Date, and all reasonable and documented fees and expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) for payment on or before the Closing Date.

(l) Legal Opinions . The Administrative Agent shall have received the executed legal opinion of Cooley LLP, as counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and addressing such matters as the Administrative Agent may reasonably specify.

(m) Sufficiency of Facilities Amounts . The Administrative Agent shall be satisfied that the amounts of the Facilities available to Borrower shall be sufficient to meet the ongoing financial needs of Borrower, after giving effect to the funding of the initial Loans on the Closing Date and the other transactions contemplated hereby.

(n) Borrowing Notices . The Administrative Agent shall have received, (i) in respect of the Term Loan to be made on the Closing Date, a completed Notice of Borrowing executed by Borrower and otherwise complying with the requirements of Section 2.2 , and (ii) in respect of any Revolving Loans to be made on the Closing Date, a completed Notice of Borrowing executed by Borrower and otherwise complying with the requirements of Section 2.5 .

(o) Closing Date Solvency Certificate . The Administrative Agent shall have received a Closing Date Solvency Certificate executed by the chief financial officer of Borrower, substantially in the form of Exhibit C , certifying that each of the Loan Parties, after giving effect to the transactions contemplated hereby, is Solvent.

(p) No Material Adverse Effect . There shall not have occurred since December 31, 2013, any event or condition that has had or could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(q) No Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Group Member, threatened, that could reasonably be expected to have a Material Adverse Effect.

For purposes of determining compliance with the conditions specified in this Section 5.1 , each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent (or made available) by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent responsible for the transactions

contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and either such objection shall not have been withdrawn by notice to the Administrative Agent to that effect on or prior to the Closing Date or, if any extension of credit on the Closing Date has been requested, such Lender shall not have made available to the Administrative Agent on or prior to the Closing Date such Lender’s Revolving Percentage or Term Percentage, as the case may be, of such requested extension of credit.

5.2 Conditions to Each Extension of Credit . The agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (including the initial Loans disbursed on the Closing Date but excluding any conversion of Loans pursuant to Section 2.14(a) and any continuation of Loans pursuant to Section 2.14(b) ) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties . Each of the representations and warranties made by each Loan Party in or pursuant to any Loan Document (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date.

(b) Borrowing Base Certificate . Borrower shall have delivered to the Administrative Agent a duly executed original Borrowing Base Certificate reflecting information concerning Eligible Accounts and Eligible Inventory.

(c) Availability . With respect to any requests for any Revolving Extensions of Credit, after giving effect to such Revolving Extension of Credit, the availability and borrowing limitations specified in Section 2.4 shall be complied with.

(d) Notices of Borrowing . The Administrative Agent shall have received a Notice of Borrowing in connection with any such request for extension of credit which complies with the requirements hereof.

(e) No Default . No Default or Event of Default shall have occurred as of or on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of Borrower hereunder, each Revolving Loan Conversion and each conversion of a Term Loan (excluding any conversion of Loans pursuant to Section 2.14(a) ) shall constitute a representation and warranty by Borrower as of the date of such extension of credit, Revolving Loan Conversion or conversion of a Term Loan, as applicable, that the conditions contained in this Section 5.2 have been satisfied.

SECTION 6

AFFIRMATIVE COVENANTS

Borrower hereby agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than inchoate indemnification obligations and other than obligations under or in respect of Specified Swap Agreements, to the extent no default or termination event shall have occurred and be continuing thereunder) and any such Obligations in respect of such Specified Swap Agreements have been Cash Collateralized to the satisfaction of any applicable Qualified Counterparty, and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, or otherwise Cash Collateralized to the satisfaction of the Administrative Agent, the Issuing Lender and the L/C Lenders, as applicable, Borrower shall, and, where applicable, shall cause each of its Subsidiaries to:

6.1 Financial Statements . Furnish to the Administrative Agent, with sufficient copies for distribution to each Lender:

(a) as soon as available, but in any event within (i) ninety (90) days after the end of each Fiscal Year or, (ii) if Borrower has been granted an extension by the SEC with respect to any Fiscal Year permitting

the late filing by Borrower of any annual report on Form 10-K, the earlier of (x) one hundred eighty (180) days after the end of such Fiscal Year and (y) the last day of such extension period, a copy of the audited consolidated and consolidating balance sheet of Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and the related audited consolidated and consolidating statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing and reasonably acceptable to the Administrative Agent;

(b) as soon as available, but in any event within forty-five (45) days after the end of each Fiscal Quarter, the unaudited consolidated and consolidating balance sheet of Borrower and its consolidated Subsidiaries as at the end of such Fiscal Quarter and the related unaudited consolidated and consolidating statements of income and of cash flows for such Fiscal Quarter and the portion of the Fiscal Year through the end of such Fiscal Quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);

(c) as soon as available, but in any event within thirty (30) days after the end of each month, the unaudited consolidated and consolidating balance sheet of Borrower and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated and consolidating statements of income and of cash flows for such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and

(d) (i) as soon as available, but in any event within thirty (30) days after the end of each month and at any other times reasonably requested by the Administrative Agent, and (ii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month in each case under clauses (i) and (ii): (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a Deferred Revenue schedule, (E) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger, and (F) an inventory report.

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Additionally, documents required to be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, either: (i) on Borrower’s website on the Internet at the website address listed in Section 10.2 ; or (ii) when such documents are posted electronically on Borrower’s behalf on an internet or intranet website to which Lenders and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender, as applicable; and (B) Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and shall provide to the Administrative Agent by email electronic versions ( i.e . soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

6.2 Certificates; Reports; Other Information . Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender):

(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a) , a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b) concurrently with the delivery of any financial statements pursuant to Section 6.1 , (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the Fiscal Quarter or Fiscal Year, as the case may be, and (iii) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date);

(c) as soon as available, and in any event no later than thirty (30) days after the end of each Fiscal Year, a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of Borrower and its Subsidiaries as of the end of each Fiscal Quarter of such Fiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the “ Projections ”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;

(d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to Borrower’s filings with the SEC);

(e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that Borrower sends to the holders of any class of Borrower’s debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;

(g) as soon as available, and in any event no later than fifteen (15) days after the end of each Fiscal Quarter and at any other times the Administrative Agent or the Lenders believe that an Overadvance may exist, a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion;

(h) concurrently with the delivery of the financial statements referred to in Section 6.1(a) , a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the provisions of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and

(i) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

6.3 Accounts Receivable .

(a) Schedules and Documents Relating to Accounts . Borrower shall deliver to the Administrative Agent transaction reports and schedules of collections, as provided in Section 6.2 , on the Administrative Agent’s standard forms. If requested by the Administrative Agent, Borrower shall furnish the Administrative Agent with copies of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to any Accounts of Borrower. In addition, Borrower shall deliver to the Administrative Agent, upon its reasonable request therefor, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts of Borrower, in the same form as received, with all necessary endorsements, and copies of all credit memos.

(b) Disputes . Borrower shall promptly notify the Administrative Agent of all disputes or claims relating to the Accounts of Borrower which allege or involve an amount in excess of One Hundred Thousand Dollars ($100,000). Borrower may forgive (completely or partially), compromise, or settle any Account of Borrower for less than payment in full, or agree to do any of the foregoing at any time so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to the Administrative Agent in the regular reports provided to the Administrative Agent; (ii) no Default or Event of Default has occurred and is continuing at such time; and (iii) after taking into account all such discounts, settlements and forgiveness, the aggregate amount of the Revolving Extensions of Credit then outstanding will not exceed the Available Revolving Commitments in effect at such time.

(c) Collection of Accounts . Borrower shall have the right to collect all payments in respect of its Accounts other than during the existence of an Event of Default (during which time the Administrative Agent may, in its sole discretion, collect any such Accounts of Borrower); provided that Borrower shall collect all payments in respect of any Accounts of Borrower through, and shall otherwise deposit all proceeds of such Accounts in, the Borrower Designated Deposit Account:

(A) if no Default or Event of Default then exists, any such cash collections deposited into the Borrower Designated Deposit Account may be accessed by Borrower and otherwise swept nightly to another Controlled Account of Borrower; and

(B) if a Default or an Event of Default then exists, any such cash collections deposited into the Borrower Designated Deposit Account shall be applied as otherwise provided in this Agreement (including as provided in Section 8.3 ).

To the extent that (I) any amount of any such payments or collections remains in the Borrower Designated Deposit Account after the application by the Administrative Agent thereof to the payment in full or Cash Collateralization of the Obligations then outstanding under the Revolving Facility, (II) no Default or Event of Default then exists, and (III) such remaining amount is not otherwise required to be applied to the other Obligations of Borrower pursuant to any other Section of this Agreement, then such remaining amount shall be returned by the Administrative Agent to Borrower.

(d) Returns . Upon the request of the Administrative Agent, Borrower shall promptly provide the Administrative Agent with an Inventory return history.

(e) Verification . The Administrative Agent may, from time to time, verify directly with the respective Account Debtors of Borrower the validity, amount and other matters relating to the Accounts of Borrower, either in the name of Borrower or the Administrative Agent or such other name as the Administrative Agent may choose.

(f) No Liability . The Administrative Agent shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle,

collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall the Administrative Agent be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account of Borrower. Nothing herein shall, however, relieve the Administrative Agent from liability for its own gross negligence or willful misconduct.

6.4 Payment of Obligations; Taxes . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations (including all material Taxes and material Other Taxes imposed by law on an applicable Loan Party) of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

6.5 Maintenance of Existence; Compliance . (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other rights, privileges and franchises necessary or desirable in the normal conduct of its business or necessary for the performance by such Person of its Obligations under any Loan Document except, in each case, as otherwise permitted by Section 7.4 , and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual Obligations (including with respect to leasehold interests of Borrower) and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) comply with all Governmental Approvals, and any term, condition, rule, filing or fee obligation, or other requirement related thereto, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (d) use commercially reasonable efforts to obtain the Governmental Approvals described in Schedule 4.5 as promptly as is possible. Without limiting the generality of the foregoing, Borrower shall, and shall cause each of its ERISA Affiliates to: (1) maintain each Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Code or other Federal or state law; (2) cause each Pension Plan to maintain its qualified status under Section 401(a) of the Code; (3) make all required contributions to any Pension Plan; (4) not become a party to any Multiemployer Plan; (5) ensure that all liabilities under each Pension Plan are either (x) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing such Pension Plan; (y) insured with a reputable insurance company; or (z) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; and (6) ensure that the contributions or premium payments to or in respect of each Pension Plan are and continue to be promptly paid at no less than the rates required under the rules of such Pension Plan and in accordance with the most recent actuarial advice received in relation to such Pension Plan and applicable law.

6.6 Maintenance of Property; Insurance . (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

6.7 Inspection of Property; Books and Records; Discussions .

(a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities.

(b) Permit representatives and independent contractors of the Administrative Agent and any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers, directors and employees of the Group Members and with their independent certified public accountants.

6.8 Notices . Give prompt written notice to each of the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of any Group Member, or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting any Group Member (i) in which the amount involved is One Million Dollars ($1,000,000) or more and not covered by insurance, (ii) in which injunctive or similar relief is sought against any Group Member, or (iii) which relates to any Loan Document;

(d) knowledge of Borrower of the occurrence of any of the following events affecting any Loan Party or any of its respective ERISA Affiliates (but in no event more than ten (10) days after such event), the occurrence of any of the following events, and shall provide the Administrative Agent with a copy of any notice with respect to such event that may be required to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to Borrower or any of its respective ERISA Affiliates, as applicable, with respect to such event, if such event could reasonably be expected to result in liability in excess of One Million Dollars ($1,000,000) of any Loan Party or any of ERISA Affiliate: (A) an ERISA Event, (B) the adoption of any new Pension Plan by Borrower or any of its respective ERISA Affiliates, (C) the adoption of any amendment to a Pension Plan, if such amendment will result in a material increase in benefits or unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), or (D) the commencement of contributions by Borrower or any its respective ERISA Affiliates to any Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code; and

(i) (A) upon the reasonable request of the Administrative Agent, the giving, sending or filing thereof, or the receipt thereof, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower or any of its respective ERISA Affiliates with the IRS with respect to each Pension Plan, and (B) all notices received by Borrower or any of its respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that could reasonably be expected to result in a liability in excess of One Million Dollars ($1,000,000) of any Loan Party or any ERISA Affiliate;

(e) (i) any Asset Sale undertaken by any Group Member, (ii) any issuance by any Group Member of any Capital Stock, (iii) any incurrence by any Group Member of any Indebtedness (other than Indebtedness constituting Loans) in a principal amount equaling or exceeding One Hundred Thousand Dollars ($100,000), and (iv) with respect to any such Asset Sale, issuance of Capital Stock or incurrence of Indebtedness, the amount of any Net Cash Proceeds received by such Group Member in connection therewith;

(f) any material change in accounting policies or financial reporting practices by any Loan Party; and

(g) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.8 shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

6.9 Environmental Laws .

(a) Except as could not reasonably be expected to have a Material Adverse Effect, comply in all respects with, and ensure compliance in all respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all respects with and maintain, all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b) Except as could not reasonably be expected to have a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

6.10 Deposit and Securities Accounts . Maintain Borrower’s and its Subsidiaries’ (i) primary Deposit Accounts and Securities Accounts with Lenders or with Lenders’ Affiliates, and (ii) Deposit Accounts and Securities Accounts in the People’s Republic of China, with EWB or with EWB’s Affiliates.

6.11 Audits . At reasonable times, upon one (1) Business Day’s prior notice ( provided that no notice shall be required if an Event of Default has occurred and is continuing), the Administrative Agent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy any Loan Party’s books and records including ledgers, federal and state tax returns, records regarding assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent the Administrative Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Such inspections and audits shall not be undertaken more frequently than once every twelve (12) months, unless an Event of Default has occurred and is continuing. The first such exam shall be completed within ninety (90) days of the Closing Date.

6.12 Additional Collateral, Etc. .

(a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in Sections 6.12(b), (c) or (d) ) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and in any event within three (3) Business Days) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3 ) Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

(b) With respect to any new direct or indirect Material Domestic Subsidiary created or acquired after the Closing Date by any Loan Party (including pursuant to a Permitted Acquisition and including any Immaterial Subsidiary of any Loan Party existing as of the Closing Date which becomes a Material Domestic Subsidiary of such Loan Party after the Closing Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(c) With respect to any new Material First Tier Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material First Tier Foreign Subsidiary that is owned by any such Loan Party

( provided that in no event shall more than sixty-six percent (66%) of the total outstanding voting Capital Stock of any such new Material First Tier Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of One Hundred Thousand Dollars ($100,000) of Collateral is stored or located, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations leased or owned as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord’s agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), the Eligible Inventory at that location shall, in the Administrative Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of the Administrative Agent (which consent, in the Administrative Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Inventory at that location or the establishment of Reserves acceptable to the Administrative Agent) or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

6.13 Insider Subordinated Indebtedness . Cause any Insider Indebtedness owing by any Loan Party to become Insider Subordinated Indebtedness (a) on or prior to the Closing Date, in respect of any such Insider Indebtedness in existence as of the Closing Date or (b) contemporaneously with the incurrence thereof, in respect of any such Insider Indebtedness incurred at any time after the Closing Date.

6.14 Use of Proceeds . Use the proceeds of each Credit Extension only for the purposes specified in Section 4.16 .

6.15 Designated Senior Indebtedness . Cause the Loan Documents and all of the Obligations to be deemed “Designated Senior Indebtedness” or a similar concept thereto, if applicable, for purposes of any other Indebtedness of the Loan Parties.

6.16 Further Assurances . Execute any further instruments and take such further action as the Administrative Agent reasonably deems necessary to perfect, protect, ensure the priority of or continue the Administrative Agent’s Lien on the Collateral or to effect the purposes of this Agreement.

SECTION 7

NEGATIVE COVENANTS

Borrower hereby agrees that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than inchoate indemnification obligations and other than obligations under or in respect of Specified Swap Agreements, to the extent no default or termination event shall have occurred and be continuing thereunder) and any such Obligations in respect of such Specified Swap Agreements have been Cash Collateralized to the satisfaction of any applicable Qualified Counterparty, and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, or otherwise Cash Collateralized to the satisfaction of the Administrative Agent, the Issuing Lender and the L/C Lenders, as applicable, Borrower shall not, nor shall Borrower permit any of its Subsidiaries, as applicable, to, directly or indirectly:

7.1 Financial Condition Covenants .

(a) Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter (and with respect to the period of four (4) consecutive Fiscal Quarters then ending), commencing with the first Fiscal Quarter of the 2015 Fiscal Year, to be less than 1.25:1.00.

(b) Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio, tested as of the last day of any Fiscal Quarter (and with respect to the period of four (4) consecutive Fiscal Quarters then ending), commencing with the first Fiscal Quarter of the 2015 Fiscal Year, to exceed 3.50:1.00.

7.2 Indebtedness . Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of (i) any Loan Party (other than Borrower) owing to any other Loan Party, and (ii) any Subsidiary (which is not a Guarantor) to any other Subsidiary (which is not a Guarantor);

(c) Guarantee Obligations incurred in the ordinary course of business by Borrower, its Subsidiaries of obligations of Borrower or any Wholly Owned Guarantor, to the extent that the underlying primary Indebtedness to which such Guarantee Obligations relate is itself permitted hereunder;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any Permitted Refinancing Indebtedness in respect thereof;

(e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed Seven Million Dollars ($7,000,000) at any one time outstanding and any Permitted Refinancing Indebtedness in respect thereof;

(f) Surety Indebtedness and any other Indebtedness in respect of letters of credit, banker’s acceptances or similar arrangements, provided that the aggregate amount of any such Indebtedness outstanding at any time shall not exceed Five Million Dollars ($5,000,000);

(g) Subordinated Indebtedness in an aggregate amount not exceeding Five Million Dollars ($5,000,000) at any time;

(h) unsecured Indebtedness of the Loan Parties and their respective Subsidiaries in an aggregate principal amount, for all such Indebtedness taken together, not to exceed Five Million Dollars ($5,000,000) at any one time outstanding;

(i) obligations (contingent or otherwise) of the Loan Parties or any of their respective Subsidiaries existing or arising under any Specified Swap Agreement, provided that such obligations are (or were) entered into by such Person in accordance with Section 7.14 and not for purposes of speculation; and

(j) Indebtedness of a Person (other than a Loan Party or one of their respective Subsidiaries which constituted a Subsidiary prior to the consummation of the applicable merger referenced below) existing at the time such Person is merged with or into a Loan Party or a Subsidiary or becomes a Subsidiary, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness.

7.3 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP;

(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Group Member;

(f) Liens in existence on the date hereof listed on Schedule 7.3(f) , securing Indebtedness permitted by Section 7.2(d) ; provided that (i) no such Lien covers any additional property after the Closing Date, (ii) the amount of Indebtedness secured or benefitted thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d) ;

(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased;

(h) Liens created pursuant to the Security Documents;

(i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed;

(j) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) ;

(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4208 or Section 4210 of the UCC on items in the course of collection;

(l) (i) cash deposits and Liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f) , (ii) Liens securing reimbursement obligations with respect to letters of credit permitted by Section 7.2(f) that encumber documents and other property relating to such letters of credit, and (iii) Liens securing Specified Swap Obligations permitted by Section 7.2(i) ;

(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Loan Party or becomes a Subsidiary of a Loan Party or acquired by a Loan Party; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii)

such Liens do not extend to any assets other than those of such Person, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2 ;

(n) the replacement, extension or renewal of any Lien permitted by clauses (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; and

(o) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Group Members) Five Million Dollars ($5,000,000) at any one time.

7.4 Fundamental Changes . Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a) any Subsidiary of a Loan Party may be merged or consolidated with or into a Loan Party ( provided that such Loan Party shall be the continuing or surviving corporation);

(b) any Subsidiary of Borrower may Dispose of any or all of its assets (i) to Borrower or any Wholly Owned Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.5 ; and

7.5 Disposition of Property . Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary of Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a) Dispositions of obsolete or worn out property in the ordinary course of business;

(b) Dispositions of Inventory in the ordinary course of business;

(d) the sale or issuance of the Capital Stock of any Subsidiary of Borrower to Borrower or to any Wholly Owned Guarantor;

(e) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

(f) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;

(g) the Disposition of property (i) from any Loan Party (other than Borrower) to any other Loan Party, and (ii) from any Subsidiary that is not a Guarantor to any other Group Member;

(h) Dispositions of property subject to a Casualty Event;

(i) leases or subleases of Real Property;

(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b) ;

(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that Borrower determines in good faith is desirable in the conduct of such Group Member’s business and not materially disadvantageous to the interests of the Lenders; and

(l) Dispositions of other property having a fair market value not to exceed Five Million Dollars ($5,000,000) in the aggregate for any Fiscal Year, provided that at the time of any such Disposition, no Default or Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.13 ;

provided , however , that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s length basis for fair value.

7.6 Restricted Payments . Make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness, declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “ Restricted Payments ”), except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) any Subsidiary of any Group Member may make Restricted Payments to any Loan Party;

(b) each Loan Party may, purchase common stock or common stock options from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount of payments made under this subsection (b) shall not exceed One Million Dollars ($1,000,000) during any Fiscal Year;

(c) Each Group Member may purchase, redeem or otherwise acquire Capital Stock issued by it (i) in an amount not to exceed, when aggregated with all such purchases, redemptions and acquisitions undertaken by all Group Members pursuant to this clause (i) at any time during the term of this Agreement, Ten Million Dollars ($10,000,000), and (ii) with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Capital Stock; provided that any such issuance is otherwise permitted hereunder (including by Section 7.5(d) );

(d) (i) each Group Member may make repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such repurchased Capital Stock represents a portion of the exercise price of such options or warrants, and (ii) repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or upon vesting thereof);

(e) each Group Member may deliver its common Capital Stock upon conversion of any convertible Indebtedness having been issued by such Group Member; provided that such Indebtedness is otherwise permitted by Section 7.2 ; and

(f) the Loan Parties and their Subsidiaries may make Restricted Payments not otherwise permitted by one of the foregoing clauses of this Section 7.6 ; provided that the aggregate amount of all such Restricted Payments made pursuant to this clause (f) during the term hereof shall not exceed Five Million Dollars ($5,000,000).

7.7 Investments . Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “ Investments ”), except:

(a) extensions of trade credit in the ordinary course of business;

(b) Investments in cash and Cash Equivalents;

(d) loans and advances to employees of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed Two Million Dollars ($2,000,000) at any one time outstanding;

(e) intercompany Investments by any Group Member in Borrower or any other Person that, prior to such investment, is a Wholly Owned Guarantor;

(f) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;

(g) Investments received in settlement of amounts due to any Group Member effected in the ordinary course of business or owing to such Group Member as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of such Group Member;

(h) (i) Investments constituting Permitted Acquisitions, and (ii) Investments held by any Person as of the date such Person is acquired in connection with a Permitted Acquisition, provided that (A) such Investments were not made, in any case, by such Person in connection with, or in contemplation of, such Permitted Acquisition, and (B) with respect to any such Person which becomes a Subsidiary as a result of such Permitted Acquisition, such Subsidiary remains the only holder of such Investment;

(i) in addition to Investments otherwise expressly permitted by this Section, Investments by the Group Members the aggregate amount of all of which Investments (valued at cost) does exceed Five Million Dollars ($5,000,000);

(j) deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 7.3 ;

(k) the licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(l) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.5 , to the extent not exceeding the limits specified therein with respect to the receipt of non-cash consideration in connection with such Dispositions; and

(m) purchases or other acquisitions by any Group Member of the Capital Stock in a Person that, upon the consummation thereof, will be a Subsidiary (including as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business units of, any Person (each, a “ Permitted Acquisition ”); provided that, with respect to each such purchase or other acquisition:

(i) the newly-created or acquired Subsidiary shall be (x) in the same or a related line of business as that conducted by Borrower on the date hereof, or (y) in a business that is ancillary to and in furtherance of the line of business as that conducted by Borrower on the date hereof;

(ii) all transactions related to such purchase or acquisition shall be consummated in all material respects in accordance with all Requirements of Law;

(iii) no Loan Party shall, as a result of or in connection with any such purchase or acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation or other matters) that, as of the date of such purchase or acquisition, could reasonably be expected to result in the existence or incurrence of a Material Adverse Effect;

(iv) Borrower shall give the Administrative Agent at least twenty (20) Business Days’ prior written notice of any such purchase or acquisition;

(v) Borrower shall provide to the Administrative Agent as soon as available but in any event not later than five (5) Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to any such purchase or acquisition;

(vi) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12 , except to the compliance with Section 6.12 is prohibited by pre-existing Contractual Obligations or Requirements of Law binding upon such Subsidiary or its properties;

(vii) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such purchase or other acquisition, Borrower shall be in compliance with each of the covenants set forth in Section 7.1 , based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to such acquisition or other purchase;

(viii) Borrower shall not, based upon the knowledge of Borrower as of the date any such acquisition or other purchase is consummated, reasonably expect such acquisition or other purchase to result in a Default or an Event of Default under Section 8.1(c) , at any time during the term of this Agreement, as a result of a breach of any of the financial covenants set forth in Section 7.1 ;

(ix) no Indebtedness is assumed or incurred in connection with any such purchase or acquisition other than Indebtedness permitted by the terms of Section 7.2(j) ;

(x) such purchase or acquisition shall not constitute an Unfriendly Acquisition;

(xi) except for the Permitted Acquisition currently contemplated and reflected in the Borrower’s Pro Forma Financial Statements as of the Closing Date and the Asset Acquisition Agreement, which such Permitted Acquisition shall not be subject to the limitations of this clause (xi), the aggregate amount of the cash consideration paid (A) by a Group Member in connection with any particular Permitted Acquisition shall not exceed Five Million Dollars ($5,000,000), and (B) by all Group Members in connection with all such Permitted Acquisitions consummated after the Closing Date shall not exceed Ten Million Dollars ($10,000,000); and

(xii) Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date on which any such purchase or other acquisition is to be consummated (or such later date as is agreed by the Administrative Agent in its sole discretion), a certificate of a Responsible Officer of Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this definition have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.

7.8 ERISA . Borrower shall not, and shall not permit any of its ERISA Affiliates to: (a) terminate any Pension Plan so as to result in any material liability to such Loan Party or any of their ERISA Affiliates, (b) permit to exist any ERISA Event, or any other event or condition, which presents the risk of a material liability to any of their ERISA Affiliates, (c) make a complete or partial withdrawal (within the meaning of ERISA Section 4201) from any Multiemployer Plan so as to result in any material liability to such Loan Party or any of their ERISA Affiliates, (d) enter into any new Pension Plan or modify any existing Pension Plan so as to increase its obligations thereunder which could result in any material liability to any such ERISA Affiliate, (e) permit the present value of all nonforfeitable accrued benefits under any Pension Plan (using the actuarial assumptions utilized by the PBGC upon termination of a Pension Plan) materially to exceed the fair market value of Pension Plan assets allocable to such benefits, all determined as of the most recent valuation date for each such Pension Plan, or (f) engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by the Administrative Agent or any Lender of any of its rights under this Agreement, any Note or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code.

7.9 Optional Payments and Modifications of Certain Preferred Stock and Debt Instruments . (a) Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock (i) that would move to an earlier date the scheduled redemption date or increase the amount of any scheduled redemption payment or increase the rate or move to an earlier date any date for payment of dividends thereon, or (ii) that would be otherwise materially adverse to any Lender or any other Secured Party; or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Indebtedness permitted by Section 7.2 (other than Indebtedness pursuant to any Loan Document) that would shorten the maturity or increase the amount of any payment of principal thereof or the rate of interest thereon or shorten any date for payment of interest thereon or that would be otherwise materially adverse to any Lender or any other Secured Party.

7.10 Transactions with Affiliates . Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Wholly Owned Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

7.11 Sale Leaseback Transactions . Enter into any Sale Leaseback Transaction.

7.12 Swap Agreements . Enter into any Swap Agreement, except Specified Swap Agreements which are entered into by a Group Member to (a) hedge or mitigate risks to which such Group Member has actual exposure (other than those in respect of Capital Stock), or (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of such Group Member.

7.13 Accounting Changes . Make any change in its (a) accounting policies or reporting practices, except as required by GAAP, or (b) Fiscal Year.

7.14 Negative Pledge Clauses . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon Excluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c) , ( m ), ( n ) and ( p ) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

7.15 Clauses Restricting Subsidiary Distributions . Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements

governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of such Loan Party, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, or (vi) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c) , ( m ), ( n ) and ( o ) ( provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

7.16 Lines of Business . Enter into any business, either directly or through any Subsidiary, except for those businesses in which Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related, ancillary or incidental thereto.

7.17 Designation of other Indebtedness . Designate any Indebtedness or indebtedness other than the Obligations as “Designated Senior Indebtedness” or a similar concept thereto, if applicable.

7.18 Prohibited Document Amendments; Certification of Certain Equity Interests . Take any action to certificate any Equity Interests having been pledged to the Administrative Agent (for the ratable benefit of the Lenders) which were uncertificated at the time so pledged, in any such case, without first obtaining the Administrative Agent’s prior written consent to do so and undertaking to the reasonable satisfaction of the Administrative Agent all such actions as may reasonably be requested by the Administrative Agent to continue the perfection of its Liens (held for the ratable benefit of the Lenders) in any such newly certificated Equity Interests.

7.19 Amendments to Organizational Agreements and Material Contracts . (a) Amend or permit any amendments to any Loan Party’s organizational documents; or (b) amend or permit any amendments to, or terminate or waive any provision of, any material Contractual Obligation if such amendment, termination, or waiver would be adverse to Administrative Agent or the Lenders in any material respect.

7.20 Use of Proceeds . Use the proceeds of any extension of credit hereunder, whether directly or indirectly, and whether immediately, incidentally or ultimately, to (a) purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose which violates, or would be inconsistent with, Regulation T, U or X of the Board, or (b) finance an Unfriendly Acquisition.

7.21 Subordinated Debt .

(a) Amendments . Amend, modify, supplement, waive compliance with, or consent to noncompliance with, any Subordinated Debt Document, unless the amendment, modification, supplement, waiver or consent (i) does not adversely affect the applicable Loan Party’s ability to pay and perform each of its Obligations at the time and in the manner set forth herein and in the other Loan Documents and is not otherwise adverse to the Administrative Agent and the Lenders, and (ii) is in compliance with the subordination provisions therein and any subordination agreement with respect thereto in favor of the Administrative Agent and the Lenders.

(b) Payments . Make any voluntary or optional payment, prepayment or repayment on, redemption, exchange or acquisition for value of, or any sinking fund or similar payment with respect to, any Subordinated Debt, except as permitted by the subordination provisions in the applicable Subordinated Debt Documents and any subordination agreement with respect thereto in favor of the Administrative Agent and the Lenders.

SECTION 8

EVENTS OF DEFAULT

8.1 Events of Default . The occurrence of any of the following shall constitute an Event of Default:

(a) Borrower shall fail to pay any amount of principal of any Loan when due in accordance with the terms hereof (including Section 2.8 ); or Borrower shall fail to pay any amount of interest on any Loan or any other amount payable hereunder or under any other Loan Document, within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof;

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document (i) if qualified by materiality, shall be incorrect or misleading when made or deemed made, or (ii) if not qualified by materiality, shall be incorrect or misleading in any material respect when made or deemed made;

(c) any Loan Party shall default in the observance or performance of any agreement contained in Section 2.8 , Section 6.1 , Section 6.3(c) , clause (i) or (ii) of Section 6.5(a) , Section 6.6(b) , Section 6.8(a) , Section 6.10 or Section 7 of this Agreement;

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document to which it is party (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of thirty (30) days thereafter;

(e) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (x) cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate Five Million Dollars ($5,000,000);

(f) (i) any Group Member shall commence any case, proceeding or other action (a) under the Bankruptcy Code or any other Debtor Relief Law seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator, judicial manager or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (a) results in the entry of an order for relief or any such adjudication or appointment, or (b) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or

(v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(g) There shall occur one or more ERISA Events which individually or in the aggregate results in or otherwise is associated with liability of any Loan Party or any ERISA Affiliate thereof in excess of Five Million Dollars ($5,000,000) during the term of this Agreement; or there exists an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities) which exceeds Five Million Dollars ($5,000,000);

(h) There is entered against any Group Member (i) one or more final judgments or orders for the payment of money involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of Five Million Dollars ($5,000,000) or more, or (ii) one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within forty-five (45) days from the entry thereof;

(i) (i) any of the Security Documents shall cease, for any reason, to be in full force and effect (other than pursuant to the terms thereof), or any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby;

(i) there shall be commenced against any Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged or stayed or bonded pending appeal within thirty (30) days from the entry thereof; or

(ii) any court order enjoins, restrains or prevents a Loan Party from conducting all or any material part of its business; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect with respect to any Guarantor or any Loan Party shall so assert;

(k) a Change of Control shall occur;

(l) Any Loan Document not otherwise referenced in Section 8.1(i) or ( j ), at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction if full of the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or any further liability or obligation under any Loan Document to which it is a party, or purports to revoke, terminate or rescind any such Loan Document;

(m) any of the Governmental Approvals shall have been (i) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (ii) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of the Governmental Approvals or that could result in the Governmental Authority taking any of the actions described in clause (i) above, and such decision or such revocation, rescission, suspension, modification or nonrenewal (A) has, or could reasonably be expected to have, a Material Adverse Effect, or (B) materially adversely affects the legal qualifications of any Group Member to hold any material Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or nonrenewal could reasonably be expected to materially adversely affect the status of or legal qualifications of any Group Member to hold any material Governmental Approval in any other jurisdiction;

(n) any restriction or requirement not in effect on the Closing Date shall have been imposed, whether by legislative enactment, decree, regulation, order or otherwise, which limits the availability or the transfer of foreign exchange by any Loan Party for the purpose of performing any of such Loan Party’s respective

obligations under the Loan Documents unless Borrower shall have delivered to the Administrative Agent, by no later than the earlier of the date occurring thirty (30) days after the Administrative Agent’s request therefor and the date on which Borrower becomes aware of the imposition of any such restriction or requirement, evidence satisfactory to the Administrative Agent that foreign exchange will be made available to such Loan Party for the purpose of performing its respective Obligations under the Loan Documents; or

(o) a Material Adverse Effect shall occur.

8.2 Remedies upon Event of Default . If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) if such event is an Event of Default specified in clause (i), (ii), (iii) or (iv) of paragraph (f) of Section 8.1 with respect to Borrower, the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and

(b) if such event is any other Event of Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies available to it, the Lenders and the Issuing Lender under the Loan Documents. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph (b), Borrower shall Cash Collateralize an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized by Borrower shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of Borrower hereunder and under the other Loan Documents in accordance with Section 8.3 . In addition, Borrower shall also Cash Collateralize the full amount of any Swingline Loans then outstanding. After all such Letters of Credit shall have expired or been fully drawn upon and all amounts drawn thereunder have been reimbursed in full and all other Obligations and the other Loan Parties (including any such Obligations relating to Swingline Loans) shall have been paid in full, the balance, if any, of the funds having been so Cash Collateralized shall be returned to Borrower (or such other Person as may be lawfully entitled thereto), as their interests may appear. Except as expressly provided above in this Section 8.2 , presentment, demand, protest and all other notices of any kind are hereby expressly waived by Borrower.

8.3 Application of Funds . After the exercise of remedies provided for in Section 8.2 , any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order:

First , to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.20 , 2.21 and 2.22 ) payable to the Administrative Agent in its capacity as such (including interest thereon);

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders, the Issuing Lender (including any Letter of Credit Fronting Fees, Issuing Lender Fees and the reasonable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Sections 2.20 , 2.21 and 2.22 ) and any Qualified Counterparties, 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 accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements, ratably among the Lenders, the Issuing Lender and any Qualified Counterparties in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts and other termination payment obligations under any Specified Swap Agreements, ratably among the Lenders, the Issuing Lender and any applicable Qualified Counterparties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth , to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10 ;

Sixth , to the payment of all other Obligations that are then due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date;

Seventh , for the account of any applicable Qualified Counterparty, to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements, ratably among them in proportion to the respective amounts described in this clause “Seventh” payable to them; and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full (excluding, for this purpose, any Obligations which have been Cash Collateralized in accordance with the terms hereof), to Borrower or as otherwise required by Law.

Subject to Sections 2.25(a) , 3.4 , 3.5 and 3.10 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

SECTION 9

THE ADMINISTRATIVE AGENT

9.1 Appointment and Authority .

(a) Each of the Lenders hereby irrevocably appoints EWB to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b) The provisions of this Section 9 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities to any Lender or any other Person, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(c) The Administrative Agent shall also act as the collateral agent under the Loan Documents, and the Issuing Lender and each of the Lenders (in their respective capacities as a Lender and, as

applicable, Qualified Counterparty) hereby irrevocably (i) authorizes the Administrative Agent to enter into all other Loan Documents, as applicable, including the Guarantee and Collateral Agreement, any Subordination Agreements and any other Security Documents, and (ii) appoints and authorizes the Administrative Agent to act as the agent of the Secured Parties for purposes of acquiring, holding and enforcing Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent, as collateral agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7 , as though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Loan Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent is further authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action, or permit the any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent to take any action, with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the Liens upon any Collateral granted pursuant to any Loan Document.

9.2 Delegation of Duties . The Administrative Agent may perform its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

9.3 Exculpatory Provisions . The Administrative Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:

(a) be subject to any fiduciary or other implied duties, regardless of whether any Default or any Event of Default has occurred and is continuing;

(b) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), as applicable; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and the Administrative Agent shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by any Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.2 and 10.1 ), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 5.1 , Section 5.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (which may be counsel for any of the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Loans.

9.5 Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice in writing from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “ notice of default .” If the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall not consent to the waiver of or commence enforcement of remedies set forth in the Loan Documents with respect to such Default or Event of Default without the consent of Required Lenders, except in an emergency or other exigent circumstances if Administrative Agent determines it is necessary to protect or preserve the Collateral or Lenders’ security interest therein, or other rights and remedies under the Loan Documents, in which case Administrative Agent may take such action as it determines necessary after informing Lenders of the intended course of action.

9.6 Non-Reliance on Administrative Agent and Other Lenders . Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related

Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.

9.7 Indemnification . Each of the Lenders agrees to indemnify each of the Administrative Agent, the Issuing Lender and the Swingline Lender and each of its Related Parties in its capacity as such (to the extent not reimbursed by Borrower or any other Loan Party pursuant to a Loan Document and without limiting the obligation of Borrower or any other Loan Party to do so) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such other Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or such other Person under or in connection with any of the foregoing and any other amounts not reimbursed by Borrower or such other Loan Party; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s or such other Person’s gross negligence or willful misconduct, and that with respect to such unpaid amounts owed to any Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder and the termination or expiration of the Loan Documents.

9.8 Agent in Its Individual Capacity . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.9 Successor Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the State of California, or an Affiliate of any such bank with an office in the State of California. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) Commencing as of the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent), and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.9 . Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.9 ). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

9.10 Collateral and Guaranty Matters .

(a) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(i) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit and Specified Swap Agreements (other than Letters of Credit and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the applicable Issuing Lender or any Qualified Counterparty shall have been made), (ii) 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 permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.1 , if approved, authorized or ratified in writing by the Required Lenders;

(ii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.3(g) and ( i ); and

(iii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary of Borrower as a result of a transaction permitted under the Loan Documents.

(b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10 .

(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any Obligation in respect of any Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, the Obligations in respect of any Letter of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.9 and 10.5 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.9 and 10.5 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.12 No Other Duties, Etc.

. Anything herein to the contrary notwithstanding, none of the “Bookrunners”, “Arrangers” or “Syndication Agents” listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, the Issuing Lender or the Swingline Lender hereunder.

SECTION 10

MISCELLANEOUS

10.1 Amendments and Waivers .

(a) Neither this Agreement, nor any other Loan Document (other than any L/C Related Document), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1 . The Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder, or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of

any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or any fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby; (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement (unless all or substantially all of the Guarantors cease to be Subsidiaries of the Loan Parties pursuant to transactions permitted by the Loan Documents), in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.19 in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.19 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the written consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) amend, modify or waive any provision of Section 2.6 or Section 2.7 without the written consent of the Swingline Lender; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; or (I) (i) amend or modify the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of the Majority Revolving Lenders, (ii) amend or modify the application of prepayments set forth in Section 2.13 or the application of payments set forth in Section 8.3 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/C Lenders, or (iii) amend or modify the application of payments set forth in Section 8.3 in a manner that adversely affects the Issuing Lender or any Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, any Qualified Counterparties and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender may amend any of the L/C Documents without the consent of the Administrative Agent or any other Lender.

(b) Notwithstanding anything to the contrary contained in Section 10.1(a) , if Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “ Minority Lender ”), to provide for:

(i) the termination of the Commitment of each such Minority Lender;

(ii) the assumption of the Loans and Commitment of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.24 ; and

(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Document as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.

(c) Notwithstanding any provision herein to the contrary but subject to the proviso in Section 10.1(a) , this Agreement may be amended (or amended and restated) with the written consent of the Required

Lenders, the Administrative Agent and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders, the Majority Revolving Lenders or the Majority Term Lenders, as applicable.

10.2 Notices .

(a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile or electronic mail notice, when received, addressed as follows in the case of Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

Borrower:

c/o Ultra Clean Technology Systems and Service, Inc.

26426 Corporate Avenue

Hayward, CA 94545

Attention: K.C. “Casey” Eichler

Facsimile No.: (510) 576-4401

Telephone No.: (510) 576-4704

Email: ceichler@uct.com

With a copy to:

c/o Ultra Clean Technology Systems and Service, Inc.

26426 Corporate Avenue

Hayward, CA 94545

Attention: Marty Estkowski

Telephone No.: (510) 576-4702

Email: mestkowski@uct.com

and with a copy (which shall not constitute notice) to:

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

Attn: John Hale

Facsimile No.: (650) 849-7400

Email: jhale@cooley.com

Administrative Agent:

East West Bank

555 Montgomery Street, 9th Floor

San Francisco, CA 94111

Attention: Alexis Coyle

Facsimile No.: (415) 989-0103

Telephone No.: (415) 315-2749

Email: alexis.coyle@eastwestbank.com

and with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, CA 94303

Attention: Craig Tighe

Facsimile No.: (650) 687-1202

Email: craig.tighe@dlapiper.com

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including email and Internet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, Borrower 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 may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment); and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “ Platform ”).

(i) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to Borrower or to the other Loan Parties, any Lender or any other Person for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of Borrower’s, any other Loan Party’s or the Administrative Agent’s transmission of communications through the Platform. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or the Issuing Lender by means of electronic communications pursuant to this Section, including through the Platform.

10.3 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5 Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent in preparing the Loan Documents for execution and delivery on the Closing Date, to the extent that such fees through the Closing Date do not exceed One Hundred Thousand Dollars ($100,000)), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of (x) any common counsel for the Administrative Agent and the Issuing Lender, and (y) one common counsel for the Lenders), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.5 , or (B) in connection with the Loans made or Letters of Credit issued or participated in hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by Borrower . Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender (including the Issuing Lender), and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders . To the extent that Borrower (or any other Loan Party pursuant to any other Loan Document) for any reason fails indefeasibly to pay any amount required under Section 10.5(a) or Section 10.5(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing

Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on the Revolving Lenders’ Revolving Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.5(c) are subject to the provisions of Sections 2.1 , 2.4 and 2.21(e) .

(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable law, Borrower shall not assert, and 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 hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in Section 10.5(b) 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.

(e) Payments . All amounts due under this Section 10.5 shall be payable promptly after demand therefor.

(f) Survival . Each party’s obligations under this Section 10.5 shall survive the termination of the Loan Documents and payment of the Obligations.

10.6 Successors and Assigns; Participations and Assignments .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with Section 10.6(b) , (ii) by way of participation in accordance with Section 10.6(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section10.6(f) (and any other attempted assignment or transfer by any party hereto 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 Section 10.6(d) and, to the extent expressly contemplated hereby, 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.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in Section

10.6(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in Section 10.6(b)(i)(A) , the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “ Trade Date ” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than Five Million Dollars ($5,000,000), in the case of any assignment in respect of the Revolving Facility, or One Million Dollars ($1,000,000), in the case of any assignment in respect of the Term Loan Facility, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by Section 10.6(b)(i)(B) and, in addition:

(A) the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and provided , further , that Borrower’s consent to any transfer made to an Eligible Syndication Transferee shall not be required during the primary syndication of the Facilities (which, for the avoidance of doubt, shall constitute the period commencing on the Closing Date and ending on the first date on which each of EWB and CNB has been able to reduce the amount of its respective Commitments to an amount not exceeding Twenty Million Dollars ($20,000,000), in each case, by means of one or more assignments to new Lenders);

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the consent of the Issuing Lender and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility; and

(D) the consent of Borrower shall be required for any assignment to a direct competitor of Borrower, unless a Default or Event of Default exists at the time of such assignment.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent any such administrative questionnaire as the Administrative Agent may request.

(v) No Assignment to Certain Persons . No such assignment shall be made to (A) a Loan Party or any of any Loan Party’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this Section 10.6(b) .

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

(vii) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Percentage. Notwithstanding the foregoing, if any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.6(c) , from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.20 , 2.21, 2.22 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(c) .

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in California a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.21(e) and 9.7 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which affects such

Participant and for which the consent of such Lender is required (as described in Section 10.1 ). Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.20 , 2.21 and 2.22 (subject to the requirements and limitations therein, including the requirements under Section 2.21(f) (it being understood that the documentation required under Section 2.21(f) shall be delivered to such Participant)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b) ; provided that such Participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under Section 10.6(b) ; and (B) shall not be entitled to receive any greater payment under Sections 2.20 or 2.21 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.24 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other Obligations (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in this Section 10.6 .

(g) Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6 , the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

10.7 Adjustments; Set-off .

(a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefitted Lender ”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 8.2 , receive any payment of all or part of the Obligations owing to it, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(f) , or otherwise), in a greater proportion than any such payment to or Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such Collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such Collateral ratably with each of the Lenders;

provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) Upon (i) the occurrence and during the continuance of any Event of Default, and (ii) its obtaining the Administrative Agent’s prior written consent, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to Borrower or any other Loan Party, any such notice being expressly waived by Borrower and each other Loan Party, to the fullest extent permitted by applicable law, to set off and apply deposits (general or special, time or demand, provisional or final), in any currency, at any time held or owing, and any other credits, indebtedness, claims or obligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, its Affiliates or any branch or agency thereof to or for the credit or the account of Borrower or any other Loan Party, as the case may be, against the Obligations, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness; provided , that if any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.25 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Lender agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application made by such Lender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

10.8 Payments Set Aside . To the extent that any payment by or on behalf of Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its 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 Person, in connection with any Insolvency Proceeding 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 severally agrees to 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 Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.9 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Electronic Execution of Assignments .

(a) This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic mail

transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with Borrower and the Administrative Agent.

(b) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any state laws based on the Uniform Electronic Transactions Act.

10.11 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.11 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited under or in connection with any Insolvency Proceeding, as determined in good faith by the Administrative Agent or the Issuing Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.12 Integration . This Agreement and the other Loan Documents represent the entire agreement of Borrower, the other Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.13 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.

10.14 Submission to Jurisdiction; Waivers . Borrower hereby irrevocably and unconditionally:

(a) submits to the exclusive jurisdiction of the State and Federal courts in the Northern District of the State of California; provided that nothing in this Agreement shall be deemed to operate to preclude the Administrative Agent or any Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Administrative Agent or such Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 10.2 and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid;

(b) WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL;

(c) AGREES, WITHOUT INTENDING IN ANY WAY TO LIMIT ITS AGREEMENT TO WAIVE ITS RIGHT TO A TRIAL BY JURY , that if the above waiver of the right to a trial by jury is not enforceable, all disputes or controversies of any nature arising under the Loan Documents at any time shall be decided by a reference to a private judge, mutually selected by Borrower, the Administrative Agent and the Lenders (or, if they cannot agree, by the Presiding Judge in the Northern District of the State of California) appointed in

accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in the Northern District of the State of California; and Borrower hereby submits to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the in the Northern District of the State of California for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. Borrower shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. Borrower agrees that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of the Administrative Agent or any Lender at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation and enforceability of this paragraph; and

(d) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

10.15 Acknowledgements . Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) none of the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Borrower or any other Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Borrower and the Lenders.

10.16 Releases of Guarantees and Liens .

(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1 ) to take any action requested by Borrower having the effect of releasing any Collateral (1) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (2) under the circumstances described in Section 10.16(b) .

(b) At such time as the Loans and the other Obligations under the Loan Documents (other than inchoate indemnity obligations and obligations under or in respect of Specified Swap Agreements, to the extent no default or termination event shall have occurred thereunder) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

10.17 Treatment of Certain Information; Confidentiality . Each of the Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be

disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential to the extent that the Administrative Agent and Lenders are required to under this Section 10.17 ); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, upon the request or demand of any Governmental Authority, in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law or if requested or required to do so in connection with any litigation or similar proceeding ( provided that the Administrative Agent and/or such Lender shall provide prior written notice to Borrower to the extent not prohibited by applicable law); (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.17 , to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and the Obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating Borrower or its Subsidiaries or the Facilities or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities; (h) with the consent of Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.17 , or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than Borrower.

Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any Person, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

For purposes of this Section 10.17 , “ Information ” means all information received from Borrower or any of its Subsidiaries relating to Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by Borrower or any of its Subsidiaries; provided that, in the case of information received from Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.17 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.18 Automatic Debits . With respect to any principal, interest, fee, or any other cost or expense (including attorney costs of the Administrative Agent or any Lender payable by Borrower hereunder) due and payable to the Administrative Agent or any Lender under the Loan Documents, Borrower hereby irrevocably authorizes the Administrative Agent to debit any Deposit Account of Borrower maintained with the Administrative Agent in an amount such that the aggregate amount debited from all such Deposit Accounts does not exceed such principal, interest, fee or other cost or expense. If there are insufficient funds in such Deposit Accounts to cover the amount then due, such debits will be reversed (in whole or in part, in the Administrative Agent’s sole discretion) and such amount not debited shall be deemed to be unpaid. No such debit under this Section 10.18 shall be deemed a set-off.

10.19 Judgment Currency . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of Borrower and each other Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document shall, notwithstanding any

judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures 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 Administrative Agent or any Lender from Borrower or any other Loan Party in the Agreement Currency, Borrower and each other Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to Borrower or other Loan Party, as applicable (or to any other Person who may be entitled thereto under applicable law).

10.20 Patriot Act . Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the names and addresses and other information that will allow such Lender or the Administrative Agent, as applicable, to identify Borrower in accordance with the Patriot Act. Borrower will, and will cause each of its Subsidiaries to, provide, to the extent commercially reasonable or required by any Requirement of Law, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

[Signature page follows]

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

Borrower:

ULTRA CLEAN HOLDINGS, INC. as Borrower

By:	/s/ Kevin C. Eichler
	Name:	Kevin C. Eichler
	Title:	Chief Financial Officer, Executive Vice President and Secretary

Signature Page 1 to Credit Agreement

ADMINISTRATIVE AGENT:

EAST WEST BANK, as the Administrative Agent

By:	/s/ Alexis Coyle
	Name:	Alexis Coyle
	Title:	Managing Director

Signature Page 2 to Credit Agreement

LENDERS:

EAST WEST BANK as Issuing Lender, Swingline Lender and as a Lender

By:	/s/ Alexis Coyle
	Name:	Alexis Coyle
	Title:	Managing Director

Signature Page 3 to Credit Agreement

LENDERS:

CITY NATIONAL BANK as Issuing Lender and as a Lender

By:	/s/ Ted Bojorquez
	Name:	Ted Bojorquez
	Title:	Senior Vice President

Signature Page 4 to Credit Agreement

SCHEDULE 1.1A

COMMITMENTS AND AGGREGATE EXPOSURE PERCENTAGES

TERM COMMITMENTS
Lender	Term Commitment	Term Percentage
East West Bank	$20,000,000	50.000000000%
City National Bank	$20,000,000	50.000000000%
Total	$40,000,000	100.000000000%
REVOLVING COMMITMENTS
Lender	Revolving Commitment	Revolving Percentage
East West Bank	$20,000,000	50.000000000%
City National Bank	$20,000,000	50.000000000%
Total	$40,000,000	100.000000000%
L/C COMMITMENT
Lender	L/C Commitment	L/C Percentage
East West Bank	$10,000,000	50.000000000%
City National Bank	$10,000,000	50.000000000%
Total	$20,000,000	100.000000000%
SWINGLINE COMMITMENT
Lender	Swingline Commitment	Exposure Percentage
East West Bank	$5,000,000	100.000000000%
Total	$5,000,000	100.000000000%

Schedule 1.1A

Exhibit 10.2

execution version

Guarantee And Collateral Agreement

Dated as of February 2, 2015,

made by

ULTRA CLEAN HOLDINGS, INC.,

ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.,

AMERICAN INTEGRATION TECHNOLOGIES LLC,

UCT SIEGER ENGINEERING LLC,

INTEGRATED FLOW SYSTEMS LLC,

DRAKE ACQUISITION SUBSIDIARY, INC.

and the other Grantors referred to herein and from time to time party hereto,

in favor of

EAST WEST BANK,

as Administrative Agent

TABLE OF CONTENTS

		Page

SECTION 1.	DEFINED TERMS	1
1.1	Definitions	1
1.2	Other Definitional Provisions	4

SECTION 2.	GUARANTEE	4
2.1	Guarantee	4
2.2	Right of Contribution	5
2.3	No Subrogation	5
2.4	Amendments, etc. with respect to the Secured Obligations	6
2.5	Guarantee Absolute and Unconditional; Guarantor Waivers; Guarantor Consents	6
2.6	Reinstatement	8
2.7	Payments	8

SECTION 3.	GRANT OF SECURITY INTEREST	8
3.1	Grant of Security Interests	8
3.2	Grantors Remains Liable	9
3.3	Perfection and Priority	10

SECTION 4.	REPRESENTATIONS AND WARRANTIES	11
4.1	Title; No Other Liens	11
4.2	Perfected Liens	11
4.3	Jurisdiction of Organization; Chief Executive Office and Locations of Books	11
4.4	Inventory and Equipment	12
4.5	Farm Products	12
4.6	Pledged Collateral	12
4.7	Investment Accounts	12
4.8	Receivables	13
4.9	Intellectual Property	13
4.10	Instruments	13
4.11	Letter of Credit Rights	13
4.12	Commercial Tort Claims	13

SECTION 5.	COVENANTS	13
5.1	Delivery of Instruments, Certificated Securities and Chattel Paper	13
5.2	Maintenance of Insurance	13
5.3	Maintenance of Perfected Security Interest; Further Documentation	14
5.4	Changes in Locations, Name, Etc.	14
5.5	Notices	15
5.6	Instruments; Investment Property	15
5.7	Securities Accounts; Deposit Accounts	15
5.8	Intellectual Property	16
5.9	Receivables	17
5.10	Defense of Collateral	17
5.11	Preservation of Collateral	17
5.12	Compliance with Laws, Etc.	17
5.13	Location of Books and Chief Executive Office	17
5.14	Location of Collateral	17
5.15	Maintenance of Records	18
5.16	Disposition of Collateral	18
5.17	Liens	18
5.18	Expenses	18
5.19	Leased Premises; Collateral Held by Warehouseman, Bailee, Etc.	18
5.20	Chattel Paper	18
5.21	Commercial Tort Claims	18
5.22	Letter-of-Credit Rights	18

TABLE OF CONTENTS

(continued)

		Page

5.23	Shareholder Agreements and Other Agreements	18

SECTION 6.	REMEDIAL PROVISIONS	19
6.1	Certain Matters Relating to Receivables	19
6.2	Communications with Obligors; Grantors Remain Liable	19
6.3	Investment Property	19
6.4	Proceeds to be Turned Over to Administrative Agent	20
6.5	Application of Proceeds	20
6.6	Code and Other Remedies	21
6.7	Registration Rights	21
6.8	Intellectual Property License	22
6.9	Deficiency	22

SECTION 7.	THE ADMINISTRATIVE AGENT	22
7.1	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	22
7.2	Duty of Administrative Agent	23
7.3	Authority of Administrative Agent	24

SECTION 8.	MISCELLANEOUS	24
8.1	Amendments in Writing	24
8.2	Notices	24
8.3	No Waiver by Course of Conduct; Cumulative Remedies	24
8.4	Enforcement Expenses; Indemnification	24
8.5	Successors and Assigns	25
8.6	Set Off	25
8.7	Counterparts	26
8.8	Severability	26
8.9	Section Headings	26
8.10	Integration	26
8.11	Governing Law; Submission to Jurisdiction; Jury Trial Waiver	26
8.12	Acknowledgements	26
8.13	Additional Grantors	27
8.14	Releases	27

SCHEDULES

Schedule 1	Notice Addresses of Guarantors
Schedule 2	Description of Investment Property
Schedule 3	Filings and Other Actions Required to Perfect Security Interests
Schedule 4	Locations of Jurisdictions of Organization, Chief Executive Offices and Books
Schedule 5	Locations of Equipment and Inventory
Schedule 6	Rights of the Grantors Relating to Intellectual Property
Schedule 7	Letter of Credit Rights
Schedule 8	Commercial Tort Claims

ANNEXES

Annex 1	Form of Assumption Agreement
Annex 2	Form of Pledge Supplement

GUARANTEE AND COLLATERAL AGREEMENT

This GUARANTEE AND COLLATERAL AGREEMENT (this “ Agreement ”), dated as of February __, 2015, is entered into by and among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“ Borrower ” or a “ Grantor ,” as the context may require), ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“ UCTSS ”), AMERICAN INTEGRATION TECHNOLOGIES LLC, a Delaware limited liability company (“ AIT ”), UCT SIEGER ENGINEERING LLC, a Delaware limited liability company (“ Sieger ”), INTEGRATED FLOW SYSTEMS, LLC, a California limited liability company (“ IFS ”), DRAKE ACQUISITION SUBSIDIARY, INC., a Delaware corporation (“ Drake ”, together with Borrower, UCTSS, AIT, Sieger and IFS, each a “ Grantor ”), and EAST WEST BANK, as administrative agent (together with its successors, in such capacity, the “ Administrative Agent ”) for the banks and other financial institutions or entities (each a “ Lender ” and, collectively, the “ Lenders ”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “ Credit Agreement ”), among Borrower, the Lenders party thereto and the Administrative Agent.

INTRODUCTORY STATEMENTS

WHEREAS, Borrower is a member of an affiliated group of companies that includes each Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable Borrower to make valuable transfers to one or more of the Guarantors in connection with the operation of their respective business;

WHEREAS, certain of the Qualified Counterparties may enter into Specified Swap Agreements with Borrower;

WHEREAS, Grantors are engaged in related businesses, and each Grantor derives substantial direct and indirect benefit from the extensions of credit under the Credit Agreement and from the Specified Swap Agreements; and

WHEREAS, it is a condition precedent to the Closing Date and to the extension of credit under the Credit Agreement that the Grantors shall have executed and delivered this Agreement in favor of the Administrative Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree as follows:

SECTION 1.

DEFINED TERMS

1.1 Definitions .

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the UCC: Account, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Letter-of-Credit Rights, money, Securities Account, Uncertificated Security and Supporting Obligation.

(b) The following terms shall have the following meanings:

“ Agreement ”: as defined in the preamble hereto.

“ Books ”: all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for any Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including: (a) ledgers; (b) records indicating, summarizing, or evidencing such Grantor’s assets (including Inventory and Rights to Payment), business operations or financial condition; (c) computer programs and software; (d) computer discs, tapes, files, manuals,

spreadsheets; (e) computer printouts and output of whatever kind; (f) any other computer prepared or electronically stored, collected or reported information and equipment of any kind; and (g) all other rights now or hereafter arising out of any contract or agreement between such Grantor and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of such Grantor’s books or records or with credit reporting, including with regard to any of such Grantor’s Accounts.

“ Collateral ”: as defined in Section 3.1 .

“ Collateral Account ”: any collateral account established by the Administrative Agent as provided in Section 6.1 or Section 6.4 .

“ Copyright License ”: any written agreement which (a) names a Grantor as licensor or licensee (including those listed on Schedule 6 , as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent), or (b) grants any right under any Copyright to a Grantor, if it is the licensee, including any rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“ Copyrights ”: (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, together with the underlying works of authorship (including titles), whether registered or unregistered and whether published or unpublished (including those listed on Schedule 6 , as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent), all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating any copyrights, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the U.S. Copyright Office, and (b) the right to obtain any renewals thereof.

“ Credit Agreement ”: as defined in the recitals to this Agreement.

“ Discharge of Obligations ”: as defined in Section 2.1(d) .

“ Excluded Assets ”: collectively,

(a) any Equipment owned by any Grantor as of the date of this Agreement or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capital Lease Obligation not prohibited by the terms of the Credit Agreement if the agreement pursuant to which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such Equipment and proceeds of such Equipment;

(b) any margin stock (within the meaning of Regulation U issued by the Board);

(c) any Capital Stock of any Foreign Subsidiary (other than Capital Stock representing up to sixty-six percent (66%) of the total outstanding voting Capital Stock of any First Tier Foreign Subsidiary and Capital Stock representing up to one hundred percent (100%) of the total outstanding non-voting Capital Stock of any First Tier Foreign Subsidiary);

(d) any motor vehicles the perfection of a security interest in which is not governed by the UCC;

(e) any asset that is subject to a purchase-money Lien or Lien securing Capital Lease Obligations, in each case, to the extent not prohibited by the terms of the Credit Agreement if the contract or other agreement pursuant to which such purchase-money Lien or Lien securing Capital Lease Obligations does not permit such asset to be subject to the security interests created thereby; and

(f) any interests in real property (including real property leasehold interests), timber to be cut, as extracted collateral, consumer goods and agricultural products;

provided , however , that any Proceeds, substitutions or replacements of any Excluded Assets shall not be Excluded Assets (unless such Proceeds, substitutions or replacements are otherwise, in and of themselves, Excluded Assets).

“ Grantor ”: is any Loan Party that is party hereto as of the date hereof or that accedes hereto as a “Grantor” pursuant to an Assumption Agreement executed and delivered to the Administrative Agent in accordance with the terms hereof.

“ Guarantor ”: as defined in Section 2.1(a) .

“ Indemnitee ”: as defined in Section 10.5(b) of the Credit Agreement.

“ Investment Account ”: any of a Securities Account, a Commodity Account or a Deposit Account.

“ Investment Property ”: the collective reference to (a) all “investment property” as such term is defined in Section 9102 (a)(49) of the UCC (other than any voting Capital Stock or other ownership interests of a First Tier Foreign Subsidiary excluded from the definition of “Pledged Stock”), and (b) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Collateral.

“ Issuer ”: with respect to any Investment Property, the issuer of such Investment Property.

“ Lender ”: as defined in the preamble hereto.

“ Patent License ”: any written agreement which (a) names a Grantor as licensor or licensee and (b) grants to such Grantor, if the licensee, any right under a Patent, including the right to manufacture, use or sell any invention covered in whole or in part by such Patent, including any such agreements referred to on Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent).

“ Patents ”: (a) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to on Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent), (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to on Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent), and (c) all rights to obtain any reissues or extensions of the foregoing.

“ Pledged Collateral ”: (a) all Pledged Stock; (b) all other Investment Property of any Grantor; (c) all warrants, options or other rights entitling any Grantor to acquire any interest in Capital Stock or other securities of the direct or indirect Subsidiaries of such Grantor or of any other Person; (d) all Instruments; (e) all securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, any of the foregoing; (f) all certificates and instruments now or hereafter representing or evidencing any of the foregoing; (g) all rights, interests and claims with respect to the foregoing, including under all related agreements, instruments and other documents; and (h) all cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise paid or distributed to or acquired by, any Grantor.

“ Pledged Collateral Agreements ”: as defined in Section 5.23(a) .

“ Pledged Notes ”: all promissory notes listed on Schedule 2 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent) and all other promissory notes issued to or held by any Grantor.

“ Pledged Stock ”: all of the issued and outstanding shares of Capital Stock, whether certificated or uncertificated, of any Grantor’s Subsidiaries now or hereafter owned by any such Grantor and including the Capital

Stock listed on Schedule 2 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent); provided that in no event shall Pledged Stock include any Excluded Assets.

“ Proceeds ”: all “proceeds” as such term is defined in Section 9102(a)(64) of the UCC and, in any event, shall include, without limitation, all dividends or other income from any Investment Property constituting Collateral and all collections thereon or distributions or payments with respect thereto.

“ Receivable ”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any Account).

“ Rights to Payment ”: all of any Grantor’s Accounts and all of any Grantor’s rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under or with respect to its Chattel Paper, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Proceeds and Supporting Obligations.

“ Secured Obligations ”: collectively, the “Obligations”, as such term is defined in the Credit Agreement.

“ Trademark License ”: any written agreement which (a) names a Grantor as licensor or licensee and (b) grants to such Grantor, if the licensee, any right to use any Trademark, any such agreement referred to on Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent).

“ Trademarks ”: (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, Internet domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the U.S. Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to on Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent) and (b) the right to obtain all renewals thereof.

1.2 Other Definitional Provisions . The rules of interpretation set forth in Section 1.2 of the Credit Agreement are by this reference incorporated herein, mutatis mutandis , as if set forth herein in full.

SECTION 2.

GUARANTEE

2.1 Guarantee .

(a) Each Grantor who has executed this Agreement as of the date hereof, together with each Material Domestic Subsidiary of Borrower or other Guarantor who accedes to this Agreement as a Grantor after the date hereof pursuant to Section 6.12 of the Credit Agreement (each a “ Guarantor ” and, collectively, the “ Guarantors ”), hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Borrower and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows:

(i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Administrative Agent’s or any Secured Party’s

exercise or enforcement of any remedy it or they may have against Borrower, any other Guarantor, any other Person, or all or any portion of the Collateral; and

(ii) the Administrative Agent may enforce this guaranty notwithstanding the existence of any dispute between any of the Secured Parties and Borrower or any other Guarantor with respect to the existence of any Event of Default.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2 ).

(c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Secured Obligations shall have been satisfied by payment in full, in cash (or, as applicable, Cash Collateralized in accordance with the terms of the Credit Agreement), no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms of the Credit Agreement), and all of the Commitments are terminated (the “ Discharge of Obligations ”), notwithstanding that from time to time during the term of the Credit Agreement the outstanding amount of the Secured Obligations may be zero.

(e) No payment made by Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Discharge of Obligations.

2.2 Right of Contribution . If in connection with any payment made by any Guarantor hereunder any rights of contribution arise in favor of such Guarantor against one or more other Guarantors, such rights of contribution shall be subject to the terms and conditions of Section 2.3 . The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

2.3 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against Borrower or any other Guarantor or any Collateral or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Discharge of Obligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge of Obligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied in such order as set forth in Section 6.5 irrespective of the existence of any Event of Default.

2.4 Amendments, etc. with respect to the Secured Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Secured Obligations made by the Administrative Agent or any other Secured Party may be rescinded by the Administrative Agent or such Secured Party and any of the Secured Obligations continued, and the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Secured Party, and the Credit Agreement, the other Loan Documents, the Specified Swap Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, all of the Lenders, or any applicable Qualified Counterparty, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.5 Guarantee Absolute and Unconditional; Guarantor Waivers; Guarantor Consents . Each Guarantor waives notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2 ; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 ; and all dealings between Borrower and any of the Guarantors on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2 . Each Guarantor further waives:

(a) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any of the other Guarantors with respect to the Secured Obligations;

(b) any right to require any Secured Party to marshal assets in favor of Borrower, such Guarantor, any other Guarantor or any other Person, to proceed against Borrower, any other Guarantor or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Secured Obligations or to comply with any other provisions of Section 9611 of the UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Secured Party whatsoever;

(c) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Secured Obligations;

(d) any defense arising by reason of any lack of corporate or other authority or any other defense of Borrower, such Guarantor or any other Person;

(e) any defense based upon the Administrative Agent’s or any Secured Party’s errors or omissions in the administration of the Secured Obligations;

(f) any defense based on (A) Administrative Agent’s surrender, release, exchange, substitution, dealing with or taking any additional collateral, (B) Administrative Agent’s abstaining from taking advantage of or realizing upon any Lien or other guaranty, and (C) any impairment of collateral securing the Secured Obligations, including, but not limited to, Administrative Agent’s failure to perfect, or maintain the perfection or priority of, a Lien in such collateral;

(g) any defense based on Administrative Agent’s failure to be diligent or to act in a commercially reasonable manner, or to satisfy any other standard imposed on a secured party, in exercising rights with respect to collateral securing the Secured Obligations;

(h) any rights to set-offs and counterclaims;

(i) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against Borrower or any other obligor of the Secured Obligations for reimbursement;

(j) any defense based on legal prohibition of Administrative Agent’s and the other Secured Parties’ acceleration of the maturity of the Secured Obligations during the continuance of an Event of Default or any other legal prohibition on enforcement of any other right or remedy of the Secured Parties with respect to the Secured Obligations and the security therefor; and

(k) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law that limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement, including any rights and defenses which are or may become available to any Guarantor by reason of California Civil Code Sections 2787 through 2855, 2899 and 3433.

Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (ii) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Borrower or any other Person against the Administrative Agent or any other Secured Party, (iii) any other circumstance whatsoever (with or without notice to or knowledge of Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower or any other Guarantor for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2 , in bankruptcy or in any other instance, (iv) any Insolvency Proceeding with respect to Borrower, any Guarantor or any other Person, (v) any merger, acquisition, consolidation or change in structure of Borrower, any Guarantor or any other Person, or any sale, lease, transfer or other disposition of any or all of the assets or Voting Stock of Borrower, any Guarantor or any other Person, (vi) any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and rights under this Agreement or the other Loan Documents, including any Secured Party’s right to receive payment of the Secured Obligations, or any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and to any of the Collateral, (vi) any Secured Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to any of the Secured Obligations, and (vii) any other guaranty, whether by such Guarantor or any other Person, of all or any part of the Secured Obligations or any other indebtedness, obligations or liabilities of any Guarantor to any Secured Party.

When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to make a similar demand on or otherwise pursue such rights and remedies as it may have against Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto. Any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Each Guarantor further unconditionally consents and agrees that, without notice to or further assent from any Guarantor: (a) the principal amount of the Secured Obligations may be increased or decreased and additional indebtedness or obligations of Borrower or any other Persons under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise; (b) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or

decrease in the interest rate on any Secured Obligation or any fee or other amount payable under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise; (c) the time for Borrower’s (or any other Loan Party’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Administrative Agent may deem proper; (d) in addition to the Collateral, the Secured Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (e) the Secured Parties may, in accordance with the terms of the Loan Documents, discharge or release, in whole or in part, any other Guarantor or any other Loan Party or other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Collateral, nor shall any Secured Party be liable to any Guarantor for any failure to collect or enforce payment or performance of the Secured Obligations from any Person or to realize upon the Collateral, and (f) the Secured Parties may request and accept other guaranties of the Secured Obligations and any other indebtedness, obligations or liabilities of Borrower or any other Loan Party to any Secured Party and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; in each case (a) through (f), as the Secured Parties may deem advisable, and without impairing, abridging, releasing or affecting this Agreement.

2.6 Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any such Guarantor or any substantial part of its respective property, or otherwise, all as though such payments had not been made.

2.7 Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without setoff or counterclaim in Dollars at the Funding Office.

SECTION 3.

GRANT OF SECURITY INTEREST

3.1 Grant of Security Interests . Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “ Collateral ”):

(a)

all Accounts;

(b)

all Chattel Paper;

(c)

all Commercial Tort Claims;

(d)

all Deposit Accounts;

(e)

all Documents;

(f)

all Equipment;

(g)

all Fixtures;

(h)

all General Intangibles;

(i)

all Goods;

(j)

all Instruments;

(k)

all Intellectual Property;

(l)

all Inventory;

(m)

all Investment Property (including all Pledged Collateral);

(n)

all Letter-of-Credit Rights;

(o)

all money;

(p)

all Books and records pertaining to the Collateral

(q)

all other personal property not otherwise described above; and

(r) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of all of the foregoing; provided , however , that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets.

Notwithstanding any of the other provisions set forth in this Section 3 , this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided , however , that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and, to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences; and provided , further, that no United States intent to use trademark or service mark application shall be included in the Collateral to the extent that, and solely for the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent to use trademark or service mark application under Federal law. After such period, such interest in such trademark or service mark application shall be subject to a security interest granted in favor of the Administrative Agent pursuant to this Section 3.1 and shall be included in the Collateral.

3.2 Grantors Remains Liable . Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights granted to the Administrative Agent hereunder shall not release any Grantor from any of its duties or obligations under any such contracts, agreements and other documents included in the Collateral, and (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

3.3 Perfection and Priority .

(a) Financing Statements . Pursuant to any applicable law, each Grantor authorizes the Administrative Agent (and its counsel and its agents) to file or record at any time and from time to time any financing statements and other filing or recording documents or instruments with respect to the Collateral and each Grantor shall execute and deliver to the Administrative Agent and each Grantor hereby authorizes the Administrative Agent (and its counsel and its agents) to file (with or without the signature of such Grantor) at any time and from time to time, all amendments to financing statements, continuation financing statements, termination statements, Intellectual Property Security Agreements, assignments, fixture filings, affidavits, reports notices and all other documents and instruments, in such form and in such offices as the Administrative Agent or the Required Lenders determine appropriate to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in the Collateral under and to accomplish the purposes of this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property, whether now owned or hereafter acquired” or any other similar collateral description in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent (and its counsel and its agents) of any financing statement with respect to the Collateral made prior to the date hereof.

(b) Filing of Financing Statements . Each Grantor shall deliver to the Administrative Agent, from time to time, such completed UCC-1 financing statements for filing or recording in the appropriate filing offices as may be reasonably requested by the Administrative Agent.

(c) Transfer of Security Interest Other Than by Delivery . If for any reason Pledged Collateral cannot be delivered to or for the account of the Administrative Agent as provided in Section 5.6(b) , each applicable Grantor shall promptly take such other steps as may be necessary or as shall be reasonably requested from time to time by the Administrative Agent to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to the Administrative Agent for itself and on behalf of and for the ratable benefit of the other Secured Parties pursuant to the UCC. To the extent practicable, each such Grantor shall thereafter deliver the Pledged Collateral to or for the account of the Administrative Agent as provided in Section 5.6(b) .

(d) Intellectual Property .

(i) Each Grantor shall, in addition to executing and delivering this Agreement, take such other action as may be necessary, or as the Administrative Agent may reasonably request, to perfect the Administrative Agent’s security interest in the Intellectual Property of such Grantor.

(ii) Promptly following the creation or other acquisition of any Intellectual Property by any Grantor after the date hereof which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, such Grantor shall modify this Agreement, with notice to and the consent of the Administrative Agent, by amending Schedule 6 to include any Intellectual Property of such Grantor which becomes part of the Collateral and which was not included on Schedule 6 as of the date hereof and record an amendment to the Intellectual Property Security Agreement of such Grantor with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as may be necessary, or as the Administrative Agent or the Required Lenders may reasonably request, to perfect or to give notice of the Administrative Agent’s security interest in such Intellectual Property (held for the ratable benefit of the Secured Parties).

(e) Bailees . Any Person (other than the Administrative Agent) at any time and from time to time holding all or any portion of the Collateral shall be deemed to, and shall, hold the Collateral as the agent of, and as pledge holder for, the Administrative Agent. At any time and from time to time, the Administrative Agent may give notice to any such Person holding all or any portion of the Collateral that such Person is holding the Collateral as the agent and bailee of, and as pledge holder for, the Administrative Agent, and may obtain such Person’s written acknowledgment thereof. Without limiting the generality of the foregoing, each Grantor will join with the Administrative Agent in notifying any Person who has possession of any Collateral of the Administrative Agent’s security interest therein and shall use commercially reasonable efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent.

(f) Control . Each Grantor will cooperate with the Administrative Agent in obtaining “control” (as defined in the UCC) of Collateral consisting of any Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, including delivery of control agreements, as the Administrative Agent may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in such Collateral.

(g) Additional Subsidiaries . If any Grantor acquires rights in any First Tier Foreign Subsidiary after the date hereof, it shall deliver to the Administrative Agent a completed pledge supplement, substantially in the form of Annex 2 (the “ Pledge Supplement ”), together with all schedules thereto, reflecting the pledge of the Capital Stock of such new First Tier Foreign Subsidiary (except to the extent such Capital Stock consists of Excluded Assets), together with any other documents and agreements (including, as applicable, any Foreign Pledge Documents reasonably requested by the Administrative Agent) the Administrative Agent requires Borrower to cause such Grantor to deliver pursuant to Section 6.12 of the Credit Agreement. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Administrative Agent shall attach to the Pledged Collateral related to such First Tier Foreign Subsidiary immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement or, as applicable, any such other Foreign Pledge Documents or other documents or agreements.

SECTION 4.

REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties of the Grantors set forth in the Credit Agreement, which are incorporated herein by this reference, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each other Secured Party that:

4.1 Title; No Other Liens . Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of all Liens and other claims of others. Other than precautionary filings in respect of true leases, no financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, in the ordinary course of business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees so long as such exclusivity does not result in transfer of title to the licensed Intellectual Property under applicable law, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

4.2 Perfected Liens . The security interests granted to the Administrative Agent pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement. Unless an Event of Default exists, each Grantor has the right to remove the Fixtures in which such Grantor has an interest within the meaning of Section 9340(2) of the UCC.

4.3 Jurisdiction of Organization; Chief Executive Office and Locations of Books . Such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business, as the case may be, are specified on Schedule 4 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent). All

locations where Books pertaining to the Rights to Payment of such Grantor are kept, including all equipment necessary for accessing such Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Books or collecting Rights to Payment for such Grantor, are set forth in Schedule 4 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent).

4.4 Inventory and Equipment . The Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent).

4.5 Farm Products . None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.6 Pledged Collateral . (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, (iii) such Pledged Collateral Agreement does not contain any right of first refusal or other restrictions with respect to such Grantor’s disposition of the Pledged Stock subject thereto, (iv) the pledge of the Pledged Stock hereunder will not cause a breach or default under such Pledged Collateral Agreement, and (v) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of such Pledged Collateral Agreement.

4.7 Investment Accounts .

(a) Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8106 and 9106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto;

(b) Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and

(c) In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8106 and 9106 of the UCC) over any Certificated Securities; (ii) establish the Administrative Agent’s

“control” (within the meanings of Sections 8106 and 9106 of the UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities; (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9104 of the UCC) over all Deposit Accounts; and (iv) deliver all Instruments to the Administrative Agent to the extent required hereunder, except, in each case (i) through (iv), as is not required pursuant to Section 5.1 or 5.7 , as applicable.

4.8 Receivables . No amount payable to such Grantor under or in connection with any Receivable or other Right to Payment of such Grantor in a principal amount greater than Ten Thousand Dollars ($10,000) is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account) or Chattel Paper which has not been delivered to the Administrative Agent. None of the account debtors or other obligors in respect of any such Receivable in excess of One Hundred Thousand Dollars ($100,000) in the aggregate is the government of the United States or any agency or instrumentality thereof.

4.9 Intellectual Property . Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent) lists all registrations and applications for Intellectual Property (including registered Copyrights, Patents, Trademarks and all applications therefor) as well as all Copyright Licenses, Patent Licenses and Trademark Licenses, in each case, owned by such Grantor in its own name on the date hereof. Except as set forth in Schedule 6 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent), none of such Intellectual Property of such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor, other than licensing agreements entered into in the ordinary course of business.

4.10 Instruments . (i) Such Grantor has not previously assigned any interest in any Instruments (including, but not limited to, the Pledged Notes) held by such Grantor (other than such interests as will be released on or before the date hereof), and (ii) no Person other than such Grantor owns an interest in such Instruments (whether as joint holders, participants or otherwise).

4.11 Letter of Credit Rights . Such Grantor does not have any Letter-of-Credit Rights having a potential value in excess of One Hundred Thousand Dollars ($100,000) except as set forth in Schedule 7 or as have been notified to the Administrative Agent in accordance with Section 5.22 .

4.12 Commercial Tort Claims . Such Grantor does not have any Commercial Tort Claims having a potential value in excess of One Hundred Thousand Dollars ($100,000) except as set forth in Schedule 8 or as have been notified to the Administrative Agent in accordance with Section 5.21 .

SECTION 5.

COVENANTS

In addition to the covenants of the Grantors set forth in the Credit Agreement (including, as applicable, any such covenants which Borrower is required to cause other Grantors to observe), which covenants (including any such covenants set forth in Section 2.21 of the Credit Agreement) are incorporated herein by this reference, each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement and until the Discharge of Obligations:

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account), Certificated Security or Chattel Paper evidencing an amount in excess of One Hundred Thousand Dollars ($100,000), such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

5.2 Maintenance of Insurance .

(a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies insuring all of its property in accordance with the requirements set forth at Section 6.6 of the Credit Agreement, which shall include policies insuring the Inventory and Equipment against loss by fire, explosion, theft

and such other casualties as may be reasonably satisfactory to the Administrative Agent, and insuring such Grantor, the Administrative Agent and the other Secured Parties against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the other Secured Parties.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as an additional insured party or loss payee, (iii) to the extent available on commercially reasonable terms, and if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent.

(c) Each Grantor shall deliver to the Administrative Agent a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of Borrower’s audited annual financial statements pursuant to Section 6.1(a) of the Credit Agreement and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request.

5.3 Maintenance of Perfected Security Interest; Further Documentation .

(a) Such Grantor shall maintain the security interests of the Administrative Agent (for the ratable benefit of the Secured Parties) granted by such Grantor pursuant to the terms of this Agreement as perfected security interests having at least the priority described in Section 4.2 and shall defend such security interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC) with respect thereto to the extent required hereunder.

5.4 Changes in Locations, Name, Etc. . Such Grantor will not, except upon fifteen (15) days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all additional financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, and (b) if applicable, a written supplement to Schedule 4 showing the relevant new jurisdiction of organization, location of chief executive office or sole place of business, as appropriate:

(i) change its jurisdiction of organization, identification number from the jurisdiction of organization (if any) or the location of its chief executive office or sole place of business, as appropriate, from that referred to in Section 4.3 ;

(ii) change its name; or

(iii) subject to Section 5.14 , locate any Collateral in any state or other jurisdiction other than those in which such Grantor operates as of the Closing Date.

5.5 Notices . Such Grantor will advise the Administrative Agent promptly, in reasonable detail, of:

(a) any Lien (other than Liens permitted under Section 7.3 of the Credit Agreement) on any of the Collateral; and

(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

5.6 Instruments; Investment Property .

(a) Upon the request of the Administrative Agent, such Grantor will (i) promptly deliver to the Administrative Agent, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Instruments, Documents, Chattel Paper and Certificated Securities with respect to any Investment Property held by such Grantor, all Letters of Credit of such Grantor, and all other Rights to Payment held by such Grantor at any time evidenced by promissory notes, trade acceptances or other instruments, and (ii) provide such notice, obtain such acknowledgments and take all such other action, with respect to any Chattel Paper, Documents and Letter-of-Credit Rights held by such Grantor, as the Administrative Agent shall reasonably specify.

(b) If such Grantor shall become entitled to receive or shall receive any certificate (including any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Collateral, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that in no event shall this Section 5.6(b) apply to any Excluded Assets. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of such Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, hold such money or property in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations.

(c) If such Grantor is an Issuer, such Grantor agrees that (i) it will be bound by the terms of this Agreement relating to the Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) and Section 5.6(b) with respect to the Pledged Collateral issued by it and (iii) the terms of Section 6.3(c) and Section 6.7 shall apply to it, mutatis mutandis , with respect to all actions that may be required of it pursuant to Section 6.3(c) or Section 6.7 with respect to the Capital Stock issued by it.

5.7 Securities Accounts; Deposit Accounts .

(a) With respect to (i) any Securities Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause

such securities intermediary to enter into a Securities Account Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (ii) any Deposit Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than the Borrower Designated Deposit Account) of such Grantor if the balance of such Investment Account is less than Fifty Thousand Dollars ($50,000) individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate.

(b) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Securities Accounts of the Grantors during the existence of an Event of Default and that it will give exclusive control notices with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default.

(c) Such Grantor shall give the Administrative Agent prompt notice of its establishment of any new Deposit Account or any new Securities Account relating to any Investment Property held by such Grantor.

5.8 Intellectual Property .

(a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark in order to maintain such material Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under each such material Trademark, (iii) use each such material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of any such material Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain, to the extent available, a perfected security interest in such mark pursuant to this Agreement, and (v) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Trademark may become invalidated or impaired in any way.

(b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.

(c) Such Grantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of such Copyrights may fall into the public domain.

(d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the Intellectual Property rights of any other Person.

(e) Such Grantor will notify the Administrative Agent promptly if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any material adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the U.S. Patent and Trademark Office or any similar office or agency in any other country or political subdivision thereof, such Grantor

shall report (i) the initial application to and (ii) the corresponding grant, if any, of the Patent or Trademark from the U.S. Patent and Trademark Office to the Administrative Agent, each within forty-five (45) days after the last day of the fiscal quarter in which such filing or grant, as applicable, occurs. Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Copyright with the U.S. Copyright Office, such Grantor shall report the filing of the initial application to the Administrative Agent not less than fourteen (14) days prior to such filing. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; provided , however , that such Grantor shall not be required to take any of the foregoing actions with respect to an intent to use trademark or service mark application if it is excluded from the Collateral in accordance with Section 3.1 .

(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h) If any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

5.9 Receivables . Other than in the ordinary course of business consistent with its past practice and other than as otherwise expressly permitted by Section 6.3(b) of the Credit Agreement, such Grantor will not (a) grant any extension of the time of payment of any Receivable of such Grantor, (b) compromise or settle any such Receivable for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any such Receivable, (d) allow any credit or discount whatsoever on any such Receivable, or (e) amend, supplement or modify any such Receivable in any manner that could adversely affect the value thereof.

5.10 Defense of Collateral . Such Grantor will appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or the Administrative Agent’s right or interest in, any material portion of the Collateral of such Grantor.

5.11 Preservation of Collateral . Such Grantor will do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Collateral of such Grantor.

5.12 Compliance with Laws, Etc. . Such Grantor will comply in all material respects with all laws, regulations and ordinances, and all policies of insurance, relating in a material way to the possession, operation, maintenance and control of the Collateral of such Grantor.

5.13 Location of Books and Chief Executive Office . Such Grantor will: (a) keep all Books pertaining to the Rights to Payment of such Grantor at the locations set forth in Schedule 4 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent); and (b) give at least fifteen (15) days’ prior written notice to the Administrative Agent of any changes in any location where Books pertaining to the Rights to Payment of such Grantor are kept, including any change of name or address of any service bureau, computer or data processing company or other Person preparing or maintaining any such Books or collecting Rights to Payment for such Grantor.

5.14 Location of Collateral . Such Grantor will: (a) keep the Collateral held by such Grantor at the locations set forth in Schedule 5 or at such other locations as may be disclosed in writing to the Administrative Agent pursuant to clause (b) and will not remove any such Collateral from such locations (other than in connection with sales of Inventory in the ordinary course of such Grantor’s business, the movement of Collateral as part of such Grantor’s supply chain and in the ordinary course of such Grantor’s business, other dispositions permitted by Section 7.5 of the Credit Agreement and movements of Collateral from one disclosed location to another disclosed location within the United States), except upon at least fifteen (15) days’ prior written notice of any removal to the

Administrative Agent; and (b) give the Administrative Agent at least fifteen (15) days’ prior written notice of any change in the locations set forth in Schedule 5 .

5.15 Maintenance of Records . Such Grantor will keep separate, accurate and complete Books with respect to Collateral held by such Grantor, disclosing the Administrative Agent’s security interest hereunder.

5.16 Disposition of Collateral . Such Grantor will not surrender or lose possession of (other than to the Administrative Agent), sell, lease, rent, or otherwise dispose of or transfer any of the Collateral held by such Grantor or any right or interest therein, except to the extent permitted by the Loan Documents.

5.17 Liens . Such Grantor will keep the Collateral held by such Grantor free of all Liens except Liens permitted under Section 7.3 of the Credit Agreement.

5.18 Expenses . Such Grantor will pay all expenses of protecting, storing, warehousing, insuring, handling and shipping the Collateral held by such Grantor, to the extent the failure to pay any such expenses could reasonably be expected to materially and adversely affect the value of the Collateral.

5.19 Leased Premises; Collateral Held by Warehouseman, Bailee, Etc. . Such Grantor shall observe the covenant of Borrower set forth at Section 6.12(d) of the Credit Agreement, which covenant by its terms requires Borrower to cause each Grantor (other than Borrower) to observe.

5.20 Chattel Paper . Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper. Such Grantor will give the Administrative Agent immediate notice if such Grantor at any time holds or acquires an interest in any Chattel Paper, including any Electronic Chattel Paper and shall comply, in all respects, with the provisions of Section 5.1 hereof.

5.21 Commercial Tort Claims . Such Grantor will give the Administrative Agent prompt notice if such Grantor shall at any time hold or acquire any Commercial Tort Claim with a potential value in excess of One Hundred Thousand Dollars ($100,000).

5.22 Letter-of-Credit Rights . Such Grantor will give the Administrative Agent prompt notice if such Grantor shall at any time hold or acquire any Letter-of-Credit Rights with a potential value in excess of One Hundred Thousand Dollars ($100,000).

5.23 Shareholder Agreements and Other Agreements .

(a) Such Grantor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “ Pledged Collateral Agreements ”) to which it is a party and shall enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by a Person other than a Subsidiary of a Grantor, to the extent the failure to enforce any such rights could reasonably be expected to materially and adversely affect the value of the Pledged Collateral to which any such Pledged Collateral Agreement relates.

(b) Such Grantor agrees that no Pledged Stock (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account.

(c) Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 and 7.5 thereof, such Grantor shall not vote to enable any amendment to, termination of, or waiver of compliance with, or take any other action to amend, terminate, or waive compliance with, any of the terms of any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative Agent’s security

interest in any Pledged Collateral or in the other Collateral or that otherwise materially impairs the interests of the Secured Parties in the Collateral.

SECTION 6.

REMEDIAL PROVISIONS

6.1 Certain Matters Relating to Receivables .

(a) The Administrative Agent authorizes each Grantor to collect such Grantor’s Receivables (and, with respect to Borrower, to collect its Receivables in accordance with Section 6.3 of the Credit Agreement), and the Administrative Agent may curtail or terminate such authority at any time during the continuance of an Event of Default. If required by the Administrative Agent at any time during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account over which the Administrative Agent has control, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 , and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. During the continuance of an Event of Default, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b) At the Administrative Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

6.2 Communications with Obligors; Grantors Remain Liable .

(a) The Administrative Agent, in its own name or in the name of others, may at any time communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables; provided that if an Event of Default does not exist, the Administrative Agent may communicate with such obligors only in the name of others.

(b) Upon the request of the Administrative Agent, at any time during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3 Investment Property .

(a) Unless an Event of Default exists and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b) , each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to

exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided , however , that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default exists and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right (A) to receive all cash dividends, payments or other Proceeds paid in respect of the Investment Property (including the Pledged Collateral) of the Grantors and to make application thereof to the Secured Obligations in the order set forth in Section 6.5 , and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of the equity holders of the relevant Issuer or Issuers or otherwise and (y) all rights of conversion, exchange and subscription and all other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and, in connection therewith, the right to deposit and deliver any of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability, except to account for property actually received by it, but the Administrative Agent shall have no duty to any “ Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default exists, and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent.

(d) If an Event of Default exists, the Administrative Agent shall have the right to apply the balance from any Deposit Account of any Grantor or to instruct the bank at which any such Deposit Account is maintained to pay the balance of any such Deposit Account to or for the benefit of the Administrative Agent to be applied to the Secured Obligations in accordance with the terms of the Loan Documents.

6.4 Proceeds to be Turned Over to Administrative Agent . In addition to the rights of the Administrative Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default exists, all Proceeds received by any Grantor consisting of cash, checks, Cash Equivalents and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account over which it maintains control, within the meaning of the UCC. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 .

6.5 Application of Proceeds . If an Event of Default exists, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held

in any Collateral Account, in payment of the Secured Obligations in accordance with Section 8.3 of the Credit Agreement.

6.6 Code and Other Remedies . If an Event of Default exists, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, during the existence of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6 , in accordance with the provisions of Section 6.5 , only after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as is contemplated by Section 8.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9615(a)(3) of the UCC, but only to the extent of the surplus, if any, owing to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

6.7 Registration Rights .

(a) If the Administrative Agent shall determine to exercise its right to sell any of the Pledged Stock pursuant to Section 6.6 , and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable

state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Subject to its compliance with state securities laws applicable to private sales, the Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees that the Administrative Agent and the other Secured Parties shall not have any liability, direct or indirect, for any short-swing profits liability such Grantor incurs under Section 16(b) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), as a result of Agent’s disposition of all or any part of the Pledged Collateral and that a disposition shall not be deemed made in bad faith or in a commercially unreasonable manner for purposes of the UCC if it gives rise to short-swing profits under Section 16(b) of the Exchange Act.

(c) Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any applicable Requirement of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default exists.

6.8 Intellectual Property License . Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

6.9 Deficiency . Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any other Secured Party to collect such deficiency.

SECTION 7.

THE ADMINISTRATIVE AGENT

7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. .

(a) Each Grantor irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take appropriate action and to execute documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the other Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7 , any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (A) direct any party liable for any payment under any of the Collateral to make payment of moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) (except for the rights under clause (ii)) unless an Event of Default exists.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1 , together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed shall be payable by the Grantors to the Administrative Agent on demand.

(d) Each Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof.

All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Duty of Administrative Agent . The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9207 of the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its

own account. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3 Authority of Administrative Agent . Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8.

MISCELLANEOUS

8.1 Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

8.2 Notices . All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 (as may be amended from time to time by Grantors with notice to and the consent of the Administrative Agent).

8.3 No Waiver by Course of Conduct; Cumulative Remedies . Neither the Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 8.1 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default, as applicable. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification .

(a) The Grantors shall be jointly and severally obligated to pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the administration of this Agreement and the other Security Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated by the Credit Agreement shall be consummated), and (ii) all out of pocket expenses incurred by the Administrative Agent or any other Secured Party (including the fees, charges and disbursements of any counsel for the Administrative Agent or any other Secured Party), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any other Secured

Party, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Security Documents, including its rights under this Section 8.4 .

(b) The Grantors jointly and severally agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by such Grantor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Security Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Grantor or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by such Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Grantor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) To the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim such Grantor may at any time have 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 hereby or the transactions contemplated hereby or thereby. No Indemnitee referred to in Section 8.4(b) 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.

(d) The Grantors jointly and severally agree to pay, and to save the Administrative Agent and each other Secured Party harmless from, all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (including any withholding taxes) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(e) To the extent not included in the foregoing and for the avoidance of doubt, the Guarantors jointly and severally agree to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against any Guarantor under the guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party.

(f) All amounts due under this Section 8.4 shall be payable promptly after demand therefor.

(g) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and any other amounts payable under the Credit Agreement and the other Loan Documents.

8.5 Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and each other Secured Party and their respective successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender.

8.6 Set Off . Each Grantor hereby irrevocably authorizes the Administrative Agent and each other Secured Party and any Affiliate thereof at any time and from time to time during the continuance of an Event of Default, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each

Grantor, to setoff and appropriate and apply any deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Secured Party or such Affiliate to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Secured Party may elect, against and on account of the Secured Obligations and liabilities of such Grantor to the Administrative Agent or such Secured Party hereunder and under the other Loan Documents and claims of every nature and description of the Administrative Agent or such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Secured Party may elect, whether or not the Administrative Agent or any other Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The rights of the Administrative Agent and each other Secured Party under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such other Secured Party may have.

8.7 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile and/or electronic mail), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with Borrower and the Administrative Agent.

8.8 Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10 Integration . This Agreement and the other Loan Documents represent the entire agreement of the Grantors, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any other Secured Party relative to the subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11 Governing Law; Submission to Jurisdiction; Jury Trial Waiver . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. THE PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT REGARDING SUBMISSION TO JURISDICTION AND JURY TRIAL WAIVER SHALL BE APPLICABLE TO THIS AGREEMENT AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS , AS IF SUCH PROVISIONS WERE FULLY SET FORTH HEREIN.

8.12 Acknowledgements . Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among any of the Secured Parties or among the Grantors and any of the Secured Parties.

8.13 Additional Grantors . Each Subsidiary of a Grantor that is required to become a party to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto, and each Grantor shall cause such Subsidiary to so execute and deliver such Assumption Agreement in accordance with the provisions of this Agreement and the other Loan Documents.

8.14 Releases .

(a) Upon the Discharge of Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of each Grantor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such termination, the Administrative Agent shall deliver such documents as such Grantor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral, as applicable. At the request and sole expense of Borrower, a Guarantor shall be released from its obligations hereunder if all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that Borrower shall have delivered to the Administrative Agent, at least thirty (30) days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with terms and provisions of the Credit Agreement and the other Loan Documents.

[Remainder of page left blank intentionally]

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

ADMINISTRATIVE AGENT:		GRANTORS :

EAST WEST BANK		ULTRA CLEAN HOLDINGS, INC.


By:	/s/ Alexis Coyle	By:	/s/ Kevin C. Eichler
Name:	Alexis Coyle	Name:	Kevin C. Eichler
Title:	Managing Director	Title:	Chief Financial Officer, Executive Vice President and Secretary

			ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.


			By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Secretary, Executive Vice President and Chief Financial Officer

			AMERICAN INTEGRATION TECHNOLOGIES LLC


			By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Chief Financial Officer, Executive Vice President and Secretary

			UCT SIEGER ENGINEERING LLC


			By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Secretary and Chief Financial Officer

			INTEGRATED FLOW SYSTEMS, LLC


			By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Chief Financial Officer, Executive Vice President and Secretary

			DRAKE ACQUISITION SUBSIDIARY, INC.


			By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Treasurer and Secretary

Signature Page to Guarantee and Collateral Agreement

ANNEX I TO

GUARANTEE AND COLLATERAL AGREEMENT

FORM OF

ASSUMPTION AGREEMENT

This ASSUMPTION AGREEMENT (the “ Assumption Agreement ”), dated as of [___________], is executed and delivered by [________________] (the “ Additional Grantor ”), in favor of EAST WEST BANK, as administrative agent (in such capacity, the “ Administrative Agent ”) for the banks and other financial institutions or entities (the “ Lenders ”) from time to time parties to the Credit Agreement, dated as of February __, 2015 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “ Credit Agreement ”), among Ultra Clean Holdings, Inc., a Delaware corporation (the “ Borrower ”), the Lenders and the Administrative Agent. All capitalized terms not defined herein shall have the respective meanings ascribed to such terms in such Credit Agreement.

WITNESSETH:

WHEREAS, in connection with the Credit Agreement, Borrower and certain of its Affiliates have entered into the Guarantee and Collateral Agreement, dated as of February __, 2015, in favor of the Administrative Agent for the benefit of the Secured Parties defined therein (the “ Guarantee and Collateral Agreement ”);

WHEREAS, Borrower is required, pursuant to Section 6.12 of the Credit Agreement, to cause the Additional Grantor to become a party to the Guarantee and Collateral Agreement in order to grant in favor of the Administrative Agent (for the ratable benefit of the Lenders) the Liens therein specified and provide its guarantee of the Obligations as therein contemplated; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.13 of the Guarantee and Collateral Agreement, (a) becomes a party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) grants to the Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Grantor’s right, title and interest in the Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be located, but subject in all respects to the terms, conditions and exclusions set forth in the Guarantee and Collateral Agreement. The information set forth in Schedule 1 hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date).

2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. THE PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT REGARDING SUBMISSION TO JURISDICTION AND JURY TRIAL WAIVER SHALL BE APPLICABLE TO THIS AGREEMENT AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

A-1-1

3. Loan Document . This Assumption Agreement shall constitute a Loan Document under the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

	[ADDITIONAL GRANTOR]


	By:
		Name:
		Title:

A-1-2

Schedule 1 to the Assumption Agreement

Supplement to Schedule 1 of the Guarantee and Collateral Agreement

Supplement to Schedule 2 of the Guarantee and Collateral Agreement

Supplement to Schedule 3 of the Guarantee and Collateral Agreement

Supplement to Schedule 4 of the Guarantee and Collateral Agreement

Supplement to Schedule 5 of the Guarantee and Collateral Agreement

Supplement to Schedule 6 of the Guarantee and Collateral Agreement

Supplement to Schedule 7 of the Guarantee and Collateral Agreement

Supplement to Schedule 8 of the Guarantee and Collateral Agreement

S-1

ANNEX 2 TO

GUARANTEE AND COLLATERAL AGREEMENT

FORM OF

PLEDGE SUPPLEMENT

To:	East West Bank, as Administrative Agent

Re:	Guarantee and Collateral Agreement referenced below

Date:

Ladies and Gentlemen:

This Pledge Supplement (this “ Pledge Supplement ”) is made and delivered pursuant to Section 3.3(g) of the Guarantee and Collateral Agreement, dated as of February __, 2015 (as amended, modified, renewed or extended from time to time, the “ Guarantee and Collateral Agreement ”), among each Grantor party thereto (each a “ Grantor ” and collectively, the “ Grantors ”), and East West Bank (in its capacity as administrative agent for the Secured Parties defined therein, the “ Administrative Agent ”). All capitalized terms used in this Pledge Supplement and not otherwise defined herein shall have the meanings assigned to them in either the Guarantee and Collateral Agreement or the Credit Agreement (as defined in the Guarantee and Collateral Agreement), as the context may require.

The undersigned, ____________________________ [ insert name of Grantor ], a ____________________________ [ corporation, partnership, limited liability company, etc ], confirms and agrees that all Pledged Collateral of the undersigned, including the property described on the supplemental schedule attached hereto, shall be and become part of the Pledged Collateral and shall secure the Secured Obligations.

Schedule 2 to the Guarantee and Collateral Agreement is hereby amended by adding to such Schedule 2 the information set forth in the supplement attached hereto.

This Pledge Supplement shall constitute a Loan Document under the Credit Agreement.

THIS PLEDGE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. THE PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT REGARDING SUBMISSION TO JURISDICTION AND JURY TRIAL WAIVER SHALL BE APPLICABLE TO THIS AGREEMENT AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS .

IN WITNESS WHEREOF, the undersigned has executed this Pledge Supplement as of the date first above written.

	[NAME OF APPLICABLE GRANTOR]


	By:
	Name:
	Title:

A-2-1

SUPPLEMENT TO ANNEX 2

TO THE SECURITY AGREEMENT

Name of Subsidiary	Number of Units/Shares Owned	Certificates(s) Numbers	Date Issued	Class or Type of Units or Shares	Percentage of Subsidiary’s total Equity Interests Owned

A-2-2

Exhibit 99.1

Press Release

Source: Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. Announces Acquisition of Marchi Thermal Systems, Inc.

UCT strengthens its capabilities in core semiconductor capital equipment market

HAYWARD, Calif., February 5, 2015 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT ) , a leading developer and supplier of critical systems and subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries, today announced that it has signed a purchase agreement with Marchi Thermal Systems, Inc. (Marchi), to acquire substantially all of Marchi’s assets and assume certain of its liabilities. Marchi designs and manufactures application-specific thermal solutions to solve semiconductor equipment customers’ temperature management challenges. The acquisition of Marchi further expands UCT’s capabilities and its footprint with existing customers.

UCT paid a purchase price of approximately $43.5 million. The transaction signed and closed on February 5, 2015. The consideration consisted of $30 million in cash and 1,437,500 shares of UCT common stock. In conjunction with this acquisition, UCT closed a new $80 million debt facility with East West Bank and City National Bank which UCT used to refinance amounts outstanding under its existing credit facility and fund the cash portion of the purchase price of Marchi. The existing credit facility was terminated.

Founded in 1973 and headquartered in Hayward, CA, Marchi had approximately $18 million in revenue in its last fiscal year ended December 31, 2014.

Jim Scholhamer, UCT’s Chief Executive Officer, commented on the transaction: “We are very pleased to add Marchi’s unique products and expertise to UCT. We expect the transaction to be accretive to earnings immediately following the close of the transaction. Like UCT, Marchi products are well entrenched in leading semiconductor capital equipment providers, enabling advanced processes through precise and stable temperature control of gas and liquid delivery.”

“I’m very excited about the combination of Marchi’s very strong products and talented people with UCT, a leading provider of gas panel delivery systems in the semiconductor capital equipment market. I believe this transaction will allow us to better serve our customers and provide exciting opportunities for our employees," said Jim Hawthorne, CEO of Marchi.

Scholhamer continued: “Through this acquisition UCT integrates a key component of our gas panels, bringing us even closer to the customer in the design stage of new products and next generation equipment”

The Company will provide more details related to the acquisition on the conference call to discuss fourth quarter 2014 results and management's outlook at 1:45 pm PDT on Tuesday, February 17, 2015. The call-in number is (888) 561-5097 (domestic) and (706) 679-7569 (international). A replay of the conference will be available for fourteen days following the call at (855) 859-2056 (domestic) and (404) 537-3406 (international). The confirmation number for live broadcast and replay is 75022525 (all callers).

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical systems and subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries. UCT offers its customers an integrated outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. UCT's customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, medical, and energy and research industries. UCT is headquartered in Hayward, California. Additional information is available at www.uct.com .

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates", “projection”, “forecast”, "believes," "plan," "expect," "future,"' "intends," "may," "will," "estimates," "predicts," and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations with respect to Marchi’s anticipated financial results and the anticipated accretive nature of the transaction. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 27, 2013 as filed with the Securities and Exchange Commission. Additional information is also set forth in our quarterly reports on Form 10-Q filed periodically with the Securities and Exchange Commission. Our periodic filings with the Securities and Exchange Commission are publicly available on the Securities and Exchange Commission’s website at www.sec.gov. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.

Contact:

UCT

Casey Eichler

CFO

510/576-4704