Exhibit 10.1

U.S. $1,000,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

OPEN TEXT CORPORATION, as Borrower

-and-

THE OTHER GUARANTORS PARTY HERETO

-and-

THE LENDERS NAMED HEREIN as Lenders

-and-

BARCLAYS BANK PLC as sole Administrative Agent and Collateral Agent

-and-

BARCLAYS BANK PLC as Lead Arranger and Joint Bookrunner

-and-

THE BANK OF NOVA SCOTIA, MORGAN STANLEY SENIOR FUNDING, INC., MUFG BANK, LTD., CITIGROUP GLOBAL MARKETS INC., NATIONAL BANK OF CANADA, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, CANADIAN IMPERIAL BANK OF COMMERCE, WELLS FARGO SECURITIES, LLC, BMO CAPITAL MARKETS CORP., BANK OF AMERICA, N.A., PNC CAPITAL MARKETS, LLC and HSBC SECURITIES (USA) INC. each as Joint Bookrunner

Dated as of January 16, 2014,

as Amended as of June 16, 2016,

and as of February 22, 2017

and as Amended and Restated as of May 30, 2018

ARTICLE 1
INTERPRETATION

Section 1.01 Defined Terms    1

Section 1.02 Gender and Number    40

Section 1.03 Interpretation not Affected by Headings, etc.    40

Section 1.04 Currency    41

Section 1.05 Certain Phrases, etc.    41

Section 1.06 Accounting Terms    41

Section 1.07 Non-Business Days    41

Section 1.08 Ratable Portion of Accommodations    41

Section 1.09 Incorporation of Schedules    41

Section 1.10 Control of Equity Securities    41

Section 1.11 Effectiveness of Amendment and Restatement    42

Section 1.12 Quebec Interpretation Clause    42

ARTICLE 2
CREDIT FACILITY

Section 2.01 Availability    43

Section 2.02 Commitments and Facility Limits    45

Section 2.03 Use of Proceeds    45

Section 2.04 Mandatory Repayments and Reductions of Commitments    45

Section 2.05 Mandatory Prepayments/Offers to Prepay    47

Section 2.06 Optional Prepayments and Reductions of Commitments    48

Section 2.07 Fees    49

Section 2.08 Payments under this Agreement    49

Section 2.09 Application of Payments and Prepayments    49

Section 2.10 Computations of Interest and Fees    50

Section 2.11 Security    52

Section 2.12 Defaulting Lenders    53

Section 2.13 Amend and Extend Transactions    54

ARTICLE 3
TERM LOAN CREDIT FACILITY ADVANCES

Section 3.01 The Advances; Closing Date Cashless Settlement Exchange.    56

Section 3.02 Procedure for Borrowing.    56

Section 3.03 Conversions and Elections Regarding Advances    57

Section 3.04 Circumstances Requiring Floating Rate Pricing    58

Section 3.05 Interest on Advances    59

ARTICLE 4
CONDITIONS OF LENDING

Section 4.01 Conditions Precedent to the Initial Accommodation    60

Section 4.02 No Waiver    62

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties    63

Section 5.02 Survival of Representations and Warranties    71

ARTICLE 6
COVENANTS OF THE LOAN PARTIES

Section 6.01 Affirmative Covenants    72

Section 6.02 Negative Covenants    84

Section 6.03 Financial Covenant    90

ARTICLE 7
EVENTS OF DEFAULT

Section 7.01 Events of Default    90

Section 7.02 Remedies Upon Demand and Default    93

ARTICLE 8
YIELD PROTECTION

Section 8.01 Increased Costs; Reserves on LIBOR Advances    94

Section 8.02 Taxes    97

Section 8.03 Mitigation Obligations: Replacement of Lenders    99

Section 8.04 Illegality; Inability to Determine Rates    101

ARTICLE 9
RIGHT OF SETOFF

Section 9.01 Right of Setoff.    102

ARTICLE 10
SHARING OF PAYMENTS BY LENDERS

Section 10.01 Sharing of Payments by Lenders    102

ARTICLE 11
ADMINISTRATIVE AGENT’S CLAWBACK

Section 11.01 Administrative Agent’s Claw back    104

ARTICLE 12
AGENCY

Section 12.01 Appointment and Authority    105

Section 12.02 Rights as a Lender    106

Section 12.03 Exculpatory Provisions    106

Section 12.04 Reliance by Administrative Agent    107

Section 12.05 Indemnification of Agents    108

Section 12.06 Delegation of Duties    108

Section 12.07 Replacement of Administrative Agent or Collateral Agent    109

Section 12.08 Non-Reliance on Agents and Other Lenders    110

Section 12.09 Collective Action of the Lenders    110

Section 12.10 No Other Duties, etc.    111

Section 12.11 Administrative Agent May File Proofs of Claim    111

Section 12.12 Certain ERISA Matters    111

ARTICLE 13
NOTICES: EFFECTIVENESS; ELECTRONIC COMMUNICATION

Section 13.01 Notices, etc.    114

ARTICLE 14
EXPENSES; INDEMNITY: DAMAGE WAIVER

Section 14.01 Expenses; Indemnity: Damage Waiver    116

ARTICLE 15
SUCCESSORS AND ASSIGNS

Section 15.01 Successors and Assigns    118

ARTICLE 16
AMENDMENTS AND WAIVERS

Section 16.01 Amendments and Waivers    123

Section 16.02 Judgment Currency.    126

Section 16.03 Releases.    127

ARTICLE 17
GOVERNING LAW; JURISDICTION; ETC.

Section 17.01 Governing Law; Jurisdiction; Etc.    127

ARTICLE 18
WAIVER OF JURY TRIAL

Section 18.01 Waiver of Jury Trial    128

ARTICLE 19
MISCELLANEOUS

Section 19.01 Counterparts; Integration; Effectiveness; Electronic Execution    128

Section 19.02 Severability    129

Section 19.03 Payments Set Aside.    129

Section 19.04 No Waiver; Remedies Cumulative; Enforcement.    129

Section 19.05 Affiliate Activities.    130

Section 19.06 No Advisory or Fiduciary Responsibility.    131

Section 19.07 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.    131

ARTICLE 20
TREATMENT OF CERTAIN INFORMATION: CONFIDENTIALITY

Section 20.01 Treatment of Certain Information: Confidentiality    132

ARTICLE 21
GUARANTEE

Section 21.01 Guarantee.    134

Section 21.02 Indemnity.    135

Section 21.03 Payment and Performance.    135

Section 21.04 Continuing Obligation.    135

Section 21.05 Guarantee Unaffected.    136

Section 21.06 Waivers.    136

Section 21.07 Guaranteed Parties’ Right to Act.    137

Section 21.08 Assignment and Postponement.    138

Section 21.09 Action or Inaction.    138

Section 21.10 Guaranteed Parties’ Rights.    138

Section 21.11 Demand.    139

Section 21.12 No Representations.    139

Section 21.13 Keepwell.    139

Section 21.14 Intercreditor Agreement.    139

ARTICLE 22
AFFIRMATION OF GUARANTEES AND SECURITY DOCUMENTS

Section 22.01 Affirmation    140

ARTICLE 23 TERMINATION AND RELEASE OF FOREIGN GUARANTEES AND SECURITY

Section 23.01 Termination and Release.    140

Section 23.02 Authorization by Lenders.    141

Section 23.03 Authorization to File Releases of Registrations.    141

SCHEDULES

Schedules Relating to Accommodations

Forms Schedules/Other Schedules

AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND CREDIT AGREEMENT dated as of January 16, 2014, as Amended as of June 16, 2016 and February 22, 2017, as Amended and Restated as of May 30, 2018 (this “ Agreement ”), between OPEN TEXT CORPORATION, a corporation amalgamated under the laws of Canada, as borrower (the “ Borrower ” or Open Text ”), the GUARANTORS PARTY HERETO, each of the lenders listed on the signature pages hereof or which pursuant to Section 15.01 becomes a “Lender” hereunder, BARCLAYS BANK PLC, as sole Administrative Agent and Collateral Agent.

A.    The Borrower, the Guarantors, the financial institutions named therein or who became lenders thereunder, the Administrative Agent and the Collateral Agent are parties to the Existing Credit Agreement.

B.    The Borrower, the Guarantors, the Lenders, the Administrative Agent, the Collateral Agent and the other parties hereto desire to amend and restate the Existing Credit Agreement as set forth in this Agreement.

C.    Unless otherwise defined in these Recitals or this Agreement, capitalized terms used herein shall have the respective meanings assigned to them in Article 1 and, for the purposes of this Agreement and the other Credit Documents, the rules of construction set forth in Article 1 shall govern. These Recitals shall be construed as part of this Agreement.

FOR VALUE RECEIVED, the parties agree as follows:

ARTICLE 1

INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“ 2018 Release Documents ” means all documents necessary or advisable to give effect to the Guarantee and Security Document releases, terminations and discharges contemplated by Article 22.

“ ABR Rate ” means, on any day, the greater of (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50% per annum and (iii) one month Eurodollar Rate plus 1.00% per annum. The corporate base rate is not necessarily the lowest rate charged by the Lender acting as the Administrative Agent to its customers.

“ ABR Advance ” has the meaning specified in the definition of “ Advance ” herein.

“ Accommodation ” means an Advance made by a Lender on the occasion of any Borrowing.

“ Accommodation Notice ” means a Borrowing Notice or an Interest Rate Election Notice, as the case may be.

“ Accommodations Outstanding ” means, at any time, in relation to (a) the Borrower and all Term Loan Lenders, the principal amount of all Accommodations outstanding at such time made to the Borrower, and (b) the Borrower and each Term Loan Lender, the principal amount of all Accommodations outstanding at such time made by such Term Loan Lender under its Term Loan Commitment.

“ Acquisition ” means any transaction, or any series of related transactions, consummated after the Closing Date, by which any Loan Party directly or indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase of Assets, or similar transaction having the same effect as any of the foregoing, (a) acquires any business or all or substantially all of the assets of any Person engaged in any business, (b) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing body if the business affairs of such Person are managed by a board of directors or other governing body, or (c) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body; provided , that in no event shall any transaction or series of related transactions (i) for which the aggregate purchase price is less than U.S. $250,000,000 or (ii) that constitutes a Permitted Disposition to Open Text or any of its Subsidiaries, constitute an Acquisition hereunder.

“ Additional Compensation ” has the meaning specified in Section 8.01(4).

“ Additional Guarantor ” has the meaning specified in Section 21.04(1).

“ Additional Loan Party/Subsidiary Event ” has the meaning specified in Section 6.01(11).

“ Additional Restructuring and Integration Costs ” means restructuring and integration costs of Open Text and its Subsidiaries incurred in respect of, and arising within twelve months of, any Permitted Acquisition in an amount not to exceed 20% of the aggregate purchase price for such Permitted Acquisition; provided that the aggregate amount for all such costs shall not exceed U.S. $100,000,000 in any Financial Year.

“ Administrative Agent ” means Barclays Bank PLC as Administrative Agent for the Lenders under this Agreement, and any successor appointed pursuant to Section 12.07.

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

“ Advances ” means the advances made by the Lenders pursuant to Article 3 (including deemed advances pursuant to the last sentence of Section 3.1(3)) and “ Advance ” means any one of such Advances. An Advance may (in accordance with and subject to Articles 2 and 3) be designated as a “ LIBOR Advance ” or an “ ABR Advance ”. Each of a LIBOR Advance and an ABR Advance is a “Type” of Advance.

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

“ Affiliate Assignment Agreement ” has the meaning assigned to such term in Schedule 8.

“ Agent-Related Persons ” means each Agent, together with its Related Parties.

“ Agents ” means the Administrative Agent, the Collateral Agent and the Lead Arranger.

“ Agreement ” means this amended and restated credit agreement, as further amended, restated, supplemented, modified, renewed or replaced from time to time.

“ Alternate Rate of Interest ” has the meaning specified in Section 3.04(3).

“ Annual Business Plan ” means, for any Financial Year, reasonably detailed pro-forma balance sheet, statement of operations and statement of cash flows in respect of Open Text and its Subsidiaries, prepared on a consolidated basis in accordance with GAAP (subject to the absence of footnotes), in respect of such Financial Year and each Financial Quarter therein and supported by appropriate explanations, notes and information, all as approved by the board of directors of Open Text.

“ Anti-Terrorism Law ” means any laws relating to terrorism or money laundering, including the Bank Secrecy Act of 1990, as amended by the USA PATRIOT ACT, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control, the Criminal Code, and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“ Applicable Margins ” means, at any time, subject to the next following sentence, the margins in basis points set forth and defined in Schedule 4. In respect of (i) LIBOR Advances, the Applicable Margin shall be the margin referred to in the column “ LIBOR Advances” and (ii) ABR Advances, the Applicable Margin shall be the margin referred to in the column “ ABR Advances ”.

“ Approved Fund ” means 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.

“ Assets ” means, with respect to any Person, any property (including real property), assets and undertakings of such Person of every kind and wheresoever situated, whether now owned or hereafter acquired (and, for greater certainty, includes any equity or like interest of any Person in any other Person).

“ Assigned Agreement ” means each agreement and hedge agreement in which the U.S. Grantors have assigned a security interest to the Administrative Agent pursuant to the terms of the Security and Pledge Agreement.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee and accepted by the Administrative Agent, in substantially the form of Schedule 6 or any other form approved by the Administrative Agent.

“ Attorney ” has the meaning specified in Section 12.01(2).

“ Auction ” has the meaning given such term in Section 15.01(3)(a).

“ Auction Manager ” means the Administrative Agent.

“ Authorization ” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person and having the force of Law.

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

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ basis point ” means 1/100th of one percent.

“ Benefit Arrangement ” means at any time an “ employee benefit plan ”, within the meaning of Section 3(2) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any Loan Party, but does not include a Canadian Pension Plan or a Canadian Benefit Plan.

“ BIA ” means the Bankruptcy and Insolvency Act (Canada), as amended from time to time.

“ Borrower ” has the meaning specified in the preamble.

“ Borrower Materials ” has the meaning specified in Section 13.01(2).

“ Borrower’s Account ” means the Borrower’s U.S. Dollar account, the particulars of which shall have been notified to the Administrative Agent by Borrower at least one Business Day prior to the making of any Accommodation.

“ Borrowing ” means a borrowing consisting of one or more Advances.

“ Borrowing Notice ” has the meaning specified in Section 3.02.

“ Buildings and Fixtures ” means all plants, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situate on the Owned Real Properties.

“ Business ” means the business of software development, maintenance, support, marketing, distribution, licensing and professional services in connection with the foregoing.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York, New York or Toronto, Ontario and, where used in the context of a LIBOR Advance, is also a day on which dealings are carried on in the London interbank market.

“ Canadian Benefit Plan ” means any plan, fund, program or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party has any liability with respect to any of its employees or former employees employed in Canada, and includes any Canadian Pension Plan.

“ Canadian Pension Plans ” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by any Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the Government of Canada or the Province of Québec, respectively.

“ Capital Expenditures ” means, in respect of any Person, expenditures made by such Person for the purchase, lease or acquisition of Assets (other than current Assets) required to be capitalized for financial reporting purposes in accordance with GAAP.

“ Capital Lease Obligation ” of any Person means any obligation of such Person to pay rent or other amounts under a lease of property, real or personal, moveable or immoveable, that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“ Cash Management Bank ” means any Person that, (i) in the case of Cash Management Agreements existing on the Closing Date, is a Lender or an Affiliate of Lender as of the Closing Date and (ii) in the case of Cash Management Agreements entered into after the Closing Date, is a Lender or an Affiliate of a Lender at the time it enters into a Cash Management Agreement, in each case in its capacity as a party to such Cash Management Agreement.

“ CCAA ” means the Companies’ Creditors Arrangement Act (Canada), as amended from time to time.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, or (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all Laws in connection therewith, all guidelines and directives in connection therewith and any compliance by a Lender with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date and (ii) all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign financial regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law” regardless of the date adopted, issued, promulgated or implemented.

“ Change of Control ” means, any Person (or any two or more Persons acting in concert) acquires legal or beneficial ownership, either directly or indirectly, of more than 35% of the Equity Securities of Open Text entitled to vote for the election of the board of directors of Open Text.

“ Closing Date ” means May 30, 2018.

“ Closing Date Cashless Settlement Exchange ” has the meaning specified in Section 3.01(3).

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

“ Collateral ” means the Assets of the Loan Parties in respect of which the Administrative Agent, the Collateral Agent or any Lender has a security interest pursuant to a Security Document or in which a security interest is intended to be created in favour of the Administrative Agent, the Collateral Agent or any Lender pursuant to the terms of a Security Document.

“ Collateral Account ” means the U.S. Grantors’ collateral deposit accounts, if any, opened at the request of the Administrative Agent for the purpose of holding proceeds of Collateral.

“ Collateral Agent ” means Barclays Bank PLC as Collateral Agent for the Lenders under this Agreement, and any successor appointed pursuant to Section 12.07.

“ Commitment ” means, at any time, in respect of the Term Loan Facility U.S. $1,000,000,000 (the “ Term Loan Commitmen t”), inclusive of the Exchanged Term Loan Commitments and the New Term Loan Commitments of the Remaining Lenders and the Term Loan Commitments of the New Lenders. “ Lender’s Term Loan Commitment ” means, as to any Term Loan Lender on the Closing Date, the amount of such Lender’s Term Loan Commitment.

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

“ Compliance Certificate ” means a certificate of Open Text signed on its behalf by its chief executive officer, chief financial officer or any other two senior officers, in the form attached hereto as Schedule 5.

“ Consolidated Assets ” means, at any time, the assets of Open Text and its Subsidiaries, determined on a consolidated basis as of such time in accordance with GAAP.

“ Consolidated Debt ” means, at any time, the aggregate amount of all Debt of Open Text and its Subsidiaries, determined on a consolidated basis as of such time.

“ Consolidated Depreciation and Amortization Expense ” means, for any Measurement Period, depreciation and amortization expense of Open Text and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated EBITDA ” means, in respect of Open Text and its Subsidiaries for any Measurement Period, and without duplication, Consolidated Net Income for such period increased, to the extent deducted in calculating Consolidated Net Income, by the sum of (i) Consolidated Interest Expense for such period; (ii) Consolidated Income Tax Expense for such period; (iii) Consolidated Depreciation and Amortization Expense for such period; (iv) Additional Restructuring and Integration Costs incurred during such period; (v) stock or stock-option based compensation expenses; (vi) [Reserved]; and (vii) any non-recurring non-cash items decreasing Consolidated Net Income for such period (such as, for clarification, deferred revenue deducted in acquisition accounting), and decreased by (viii) all cash payments during such period relating to non-cash charges which were added back in determining Consolidated EBITDA in any prior period (excluding for purposes of this clause (viii) all Additional Restructuring and Integration Costs, in each case paid in cash during such period), (ix) interest income (except to the extent deducted in determining Consolidated Interest Expense) and (x) any non-recurring non-cash items increasing Consolidated Net Income for such period or which require an accrual of, or reserve for, cash charges for any future period, all as determined at such time in accordance with GAAP.

For purposes of calculating Consolidated EBITDA for any period pursuant to any determination of the Consolidated Net Leverage Ratio, if during such period (or in the case of calculations determined on a pro forma basis, during the period from the last day of such period to and including the date as of which such calculation is made) Open Text or one or more of its Subsidiaries shall have made a Permitted Disposition or a Permitted Acquisition, Consolidated EBITDA for such period may, at Open Text’s option, be calculated after giving effect thereto on a pro forma basis calculated on terms reasonably satisfactory to the Administrative Agent, giving effect to identifiable cost savings documented to the reasonable satisfaction of the Administrative Agent.

“ Consolidated Income Tax Expense ” means, for any Measurement Period, the aggregate of all Taxes (including deferred Taxes) based on income of Open Text and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Interest Expense ” means, in respect of Open Text and its Subsidiaries, for any Measurement Period, the sum of, without duplication, (i) all items properly classified as interest expense in accordance with GAAP and (ii) the imputed interest component of any element of Consolidated Debt (such as leases) which would not be classified as interest expense pursuant to (i), all as determined at such time in accordance with GAAP.

“ Consolidated Net Debt for Borrowed Money ” means, at any time, (a) (i) all Debt of Open Text and its Subsidiaries of the types described in clause (i) of the definition of “ Debt ” hereunder, determined on a consolidated basis, and (ii) all Synthetic Debt of Open Text and its Subsidiaries as of such time, determined on a consolidated basis, minus (b) Unrestricted Cash.

“ Consolidated Net Leverage Ratio ” means, for any Measurement Period, the ratio of (a) Consolidated Net Debt for Borrowed Money to (b) Consolidated EBITDA, in each case for such period.

“ Consolidated Net Income ” means, for any Measurement Period, the net income (loss) of Open Text and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“ Consolidated Senior Secured Net Debt for Borrowed Money ” means, at any time, (a) the aggregate amount of (i) all Debt of Open Text and its Subsidiaries of the types described in clause (i) of the definition of “Debt” hereunder and secured by an Encumbrance on the Assets of Open Text or any of its Subsidiaries, determined on a consolidated basis, and (ii) all Synthetic Debt of Open Text and its Subsidiaries and secured by an Encumbrance on the Assets of Open Text or any of its Subsidiaries as of such time, determined on a consolidated basis, minus (b) Unrestricted Cash.

“ Consolidated Senior Secured Net Leverage Ratio ” means, for any Measurement Period, the ratio of (a) Consolidated Senior Secured Net Debt for Borrowed Money to (b) Consolidated EBITDA, in each case for such period.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlled ” has the corresponding meaning.

“ Credit Documents ” means this Agreement, the Security Documents, the Eligible Hedging Agreements, the Eligible Cash Management Agreements, certificates and written notices executed by any of the Loan Parties and delivered to the Collateral Agent, the Administrative Agent or the Lenders, or any of them, and all other documents designated by their terms as “ Credit Documents ” and executed and delivered to the Collateral Agent, the Administrative Agent or the Lenders, or any of them, by any of the Loan Parties in connection with the Term Loan Facility.

“ Custodian ” has the meaning specified in Section 12.01(2).

“ Debenture ” has the meaning specified in Section 2.11(1)(c).

“ Debt ” of any Person means, at any time, (without duplication), (i) all indebtedness of such Person for borrowed money including borrowings of commodities, bankers’ acceptances, letters of credit or letters of guarantee; (ii) all indebtedness of such Person for the deferred purchase price of property or services represented by a note or other evidence of indebtedness (other than trade payables and other current liabilities incurred in the ordinary course of business); (iii) all indebtedness of such Person 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) (but excluding customary title retention provisions in supply contracts entered into in the ordinary course of business with payment terms not exceeding 120 days and as to which payments are not overdue by more than 30 days); (iv) all indebtedness of another Person secured by an Encumbrance on any properties or assets of such Person (other than Encumbrances being contested in good faith); (v) all Capital Lease Obligations of such Person; (vi) the aggregate amount at which any shares in the capital of such Person which are redeemable or retractable at the option of the holder may be retracted or redeemed for cash or indebtedness of the type described in clause (i) above provided all conditions precedent for such retraction or redemption have been satisfied; (vii) all other obligations of such Person upon which interest charges are customarily paid by such Person; (viii) the net amount of all obligations of such Person (determined on a marked-to-market basis) under Hedging Agreements; and (ix) all Debt Guaranteed by such Person.

“ Debt Guaranteed ” by any Person means the maximum amount which may be outstanding at the relevant time of all Debt which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire, or in respect of which such Person has otherwise assured a creditor or other Person against loss; provided that in circumstances in which less than such amount has been guaranteed by such Person, only the guaranteed amount shall be taken into account in determining such Person’s Debt Guaranteed; and provided further that, for clarification, “ Debt Guaranteed ” does not include comfort letters, keep well agreements and other agreements of similar effect given by such Person in respect of another Person for the purpose of satisfying Law, retaining officers and directors of such other Person or financial audits of such other Person, in each case, in accordance with customary business practices of such Person.

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

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, passage of time, or both, would constitute an Event of Default.

“ Default Interest ” has the meaning specified in Section 3.05(3).

“ Defaulting Lender ” means, subject to Section 2.12, any Lender that (a) has failed to (i) fund all or any portion of its Advances within two Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the Administrative Agent and the 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 or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent 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 an Advance 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 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the 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 the Borrower), or (d) has, or has a direct or indirect parent company that has, after the Closing Date, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) become the subject of a Bail-in Action or (iii) 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 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 2.12) upon delivery of written notice of such determination to the Borrower and each Lender.

“ Deposit Account Control Agreement ” has the meaning specified in Section 6.01(15)(c)(i).

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule B and Schedule I.

“ Disposition ” means with respect to any Asset of any Person, any direct or indirect sale, lease (where such Person is the lessor of such Asset), assignment, cession, transfer, exchange, conveyance, release or gift of such Asset, including by means of a Sale-Leaseback Transaction and “Dispose” and “Disposed” have meanings correlative thereto; provided that dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business shall not constitute Dispositions.

“ EBITDA ” means, as to any Subsidiary of Open Text for any Measurement Period, and without duplication, net income (or loss) of such Subsidiary for such period increased, to the extent deducted in calculating net income (or loss), by the sum of (i) interest expenses of such Subsidiary for such period; (ii) income tax expenses of such Subsidiary for such period; (iii) depreciation and amortization expenses of such Subsidiary for such period; (iv) such Subsidiary’s ratable share of Additional Restructuring and Integration Costs incurred during such period; (v) stock or stock-option based compensation expenses of such Subsidiary; (vi) [Reserved]; and (vii) any non-recurring non-cash items decreasing net income of such Subsidiary for such period (such as, for clarification, deferred revenue deducted in acquisition accounting), and decreased by (viii) all cash payments made by such Subsidiary during such period relating to non-cash charges which were added back in determining EBITDA in any prior period (excluding for purposes of this clause (viii) such Subsidiary’s ratable share of Additional Restructuring and Integration Costs, in each case, paid in cash during such period), (ix) interest income (except to the extent deducted in determining interest expense) of such Subsidiary and (x) any non-recurring non-cash items increasing net income of such Subsidiary for such period or which require an accrual of, or reserve for, cash charges for any future period, all as determined at such time in accordance with GAAP.

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

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

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

“ Effective Yield ” means, as to any Debt, the yield thereon, whether in the form of interest rate, margin, original issue discount, up-front fees, interest rate floors or similar devices, all recurring fees and all other fees, or otherwise; provided that original issue discount and up-front fees shall, for floating rate Debt, be equated to interest rate assuming a 4-year life to maturity; and provided further that “Effective Yield” shall not include arrangement fees or similar fees paid to the arrangers or lenders for such Debt.

“ Eligible Assignee ” means any Person (other than a natural person, any Loan Party (except assignments to the Borrower pursuant to Section 15.01) or any Affiliate of a Loan Party), in respect of which any consent that is required by Section 15.01 has been obtained.

“ Eligible Cash Management Agreements ” means any Cash Management Agreement that is in existence as of the Closing Date or entered into after the Closing Date, in each case, by and between the Loan Parties and any Cash Management Bank.

“ Eligible Hedging Agreements ” means one or more agreements between the Loan Parties and certain of the Lenders or an Affiliate of a Lender (collectively, the “ Hedge Lenders ”) evidenced by a form of agreement approved by the International Swaps and Derivatives Dealers Association, Inc. (or other form approved by the Administrative Agent) using the full two-way payment method to calculate amounts payable thereunder and evidencing (i) any interest rate hedge (including any interest rate swap, cap or collar); or (ii) any foreign exchange hedge, provided that any such hedging agreements entered into by any Loan Party and any Person at the time that such Person was a Lender or an Affiliate of a Lender hereunder shall continue to be an Eligible Hedging Agreement notwithstanding that such Person (or its Affiliate) ceases, at any time, to be a Lender hereunder.

“ Encumbrance ” means any hypothec, mortgage, pledge, security interest, lien, charge or any encumbrance of any kind that in substance secures payment or performance of an obligation of any Loan Party and includes the interest of a vendor or lessor under any conditional sale agreement, capitalized lease or other title retention agreement.

“ Environmental Laws ” means all Laws relating to the environment, occupational health and safety matters or conditions, Hazardous Substances, pollution or protection of the environment, including Laws relating to (i) on site or off-site contamination; (ii) occupational health and safety relating to Hazardous Substances; (iii) chemical substances or products; (iv) Releases of pollutants, contaminants, chemicals or other industrial, toxic or radioactive substances or Hazardous Substances into the environment; and (v) the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances, the clean-up or other remediation thereof, and including the Canadian Environmental Protection Act , 1999 S.C. 1999, c.33, the Fisheries Act R.S.C. 1985, c.F.14, Transportation of Dangerous Goods Act , S.C. 1992 c.34, the Migratory Birds Convention Act , S.C. 1994, c. 22, the Species at Risk Act S.C. 2002, c. 29, the Hazardous Products Act R.S.C. 1985, c.H-3, the Canada Shipping Act 2001, S.C. 2001, c.26, the Canada Wildlife Act R.S.C. 1985, c.W-9, the Clean Air Act , 42 U.S.C. § 7401 et seq., the Clean Water Act , 33 U.S.C. § 1251 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act , 42 U.S.C. § 9601 et seq., the Emergency Planning and Community Right-To-Know Act , 42 U.S.C. § 11001 et seq., the Oil Pollution Act , 33 U.S.C. § 2701 et seq., the Resource Conservation and Recovery Act , 42 U.S.C. § 6901 et seq., the Safe Drinking Water Act , 42 U.S.C. § 300f et seq., and the Toxic Substances Control Act , 15 U.S.C. § 2601 et seq.

“ Environmental Liabilities ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, Open Text or any of their Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) Open Text’s or any of its Subsidiaries’ generation, use, handling, collection, treatment, storage, transportation, recovery, recycling or disposal of any Hazardous Substances, (c) exposure to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances 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.

“ Environmental Permits ” includes all permits, certificates, approvals, registrations and licences issued by any Governmental Authority to any of the Loan Parties or to the Business pursuant to Environmental Laws and required for the operation of the Business or the use of the Owned Real Properties or other Assets of any of the Loan Parties.

“ Equity Securities ” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital, whether outstanding on the Closing Date or issued after the Closing Date, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“ ERISA Group ” means, at any time, the Loan Parties and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any of the Loan Parties, are treated as a single employer under Section 414 of the Internal Revenue Code.

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

“ Eurodollar Rate ” means for any Interest Period with respect to any LIBOR Advance:

(a) until such time as an Alternate Rate of Interest is determined pursuant to Section 3.04(3),

provided that the “Eurodollar Rate” shall in any event not be less than 0.00% per annum, and

(b) following the determination of an Alternate Rate of Interest pursuant to Section 3.04(3), such Alternate Rate of Interest.

“ Event of Default ” has the meaning specified in Section 7.01(1).

“ Exchanged Term Loan Commitment ” means, in respect of each Remaining Lender, the amount of Existing Term Loans such Remaining Lender has elected by prior notice to the Lead Arranger to exchange for Term Loans.

“ Excluded Hedging Obligation ” means, with respect to any Guarantor, any Hedging Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedging Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 21.13 and any and all Guarantees of such Guarantor’s Hedging Obligations by other Guarantors) at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one hedge, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to hedges for which such Guarantee or security interest is or becomes illegal.

“ Excluded Subsidiary ” means (i) any non-wholly owned Subsidiary of Open Text, (ii) any Immaterial Subsidiary, (iii) any Foreign Subsidiary and (iv) any other Subsidiary of Open Text to the extent that the entering into of a Guarantee in respect of the Term Loan Facility would give rise to material adverse tax consequences or would be materially restricted or limited or prohibited by Law; provided that, except as set forth in the succeeding proviso, Open Text and the other Loan Parties shall represent, in the aggregate, at least 70% of Consolidated EBITDA (such percentage of Consolidated EBITDA, the “ Minimum Guarantor Coverage ”), and Open Text shall be obligated to designate one or more

Subsidiaries that would otherwise qualify as Excluded Subsidiaries as Material Subsidiaries in order to comply with the terms of this proviso; provided further that if, solely as a result of material adverse tax consequences or material restrictions or limitations or prohibitions of Law, the Loan Parties are unable to comply with the foregoing proviso, then the Minimum Guarantor Coverage may be lower than 70% of Consolidated EBITDA, provided that Open Text certifies to the Administrative Agent the nature of such restrictions, prohibitions or tax consequences in reasonable detail. Notwithstanding anything to the contrary contained in this definition, (i) to the extent that the financial results of any Subsidiary of Open Text negatively impact Consolidated EBITDA for any Measurement Period, such Subsidiary shall be disregarded for purposes of the calculations contained in the foregoing two provisos; (ii) no Subsidiary shall be deemed to be an Excluded Subsidiary if it has guaranteed any Indebtedness incurred pursuant to clause (k) of the definition of Permitted Debt or Refinancing Debt in respect thereof; and (iii) with respect to any Immaterial Subsidiary acquired after the Closing Date, such Immaterial Subsidiary shall not be subject to the representations, warranties, covenants, Events of Default and other provisions in the Credit Documents for a period of twelve months following any such acquisition; provided that such twelve month period may be extended upon notice to the Administrative Agent in connection with tax filings or assessments necessary to complete any dissolution, winding up, merger or amalgamation of any such Immaterial Subsidiary.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of a Loan Party hereunder or under any Credit Document, (a) Taxes imposed on or measured by its net income or capital, and franchise Taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or resident or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes or any similar Tax imposed by any jurisdiction in which the Lender is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 8.03(2) or a Foreign Lender that becomes a party hereto during the continuance of an Event of Default), any withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 8.02(5), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 8.02(1), and (d) any United States federal withholding Taxes that are imposed under FATCA.

“ Exempt Immaterial Subsidiary ” has the meaning specified in the definition of “ Immaterial Subsidiary ” herein.

“ Existing Credit Agreement ” means that certain Credit Agreement initially dated as of January 16, 2014, as amended as of June 16, 2016 and as of February 22, 2017, by and among the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the other financial institutions party thereto and the lenders party thereto from time to time.

“ Existing Credit Agreement Agent” means Barclays Bank PLC, or its successor in interest, in its capacity as administrative agent and collateral agent under the Existing Credit Agreement.

“ Existing Term Lender ” means a Lender with Existing Term Loans outstanding immediately prior to the occurrence of the Closing Date.

“ Existing Term Loans ” means Term Loans outstanding under the Existing Credit Agreement immediately prior to the occurrence of the Closing Date.

“ Extended Term Loans ” means any Term Loans the maturity of which shall have been extended pursuant to Section 2.13.

“ Extension ” has the meaning assigned to such term in Section 2.13(1).

“ Extension Amendment ” means an amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) providing for Extended Term Loans pursuant to Section 2.13, which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory to the parties thereto. Each Extension Amendment shall be executed by the Administrative Agent, the Loan Parties and the other parties specified in Section 2.13 (but not any other Lender). Any Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Section 4.01, all to the extent reasonably requested by the Administrative Agent or the other parties to such Extension Amendment.

“ Extension Offer ” has the meaning assigned to such term in Section 2.13(1).

“ FATCA ” means Sections 1471 through 1474 of the Code as of the Closing Date (or any amended or successor provisions that are substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder or official interpretation thereof.

“ Federal Funds Rate ” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided , that if the Federal Funds Rate for any day is less than zero, the Federal Funds Rate for such day will be deemed to be zero.

“ Fees ” means the fees payable by the Borrower under this Agreement or under any other Credit Document.

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

“ Financial Quarter ” means, in respect of any Loan Party, a period of approximately three consecutive months in each Financial Year ending on March 31, June 30, September 30, and December 31, as the case may be, of such year.

“ Financial Year ” means the financial year of Open Text commencing on or about July 1 of each calendar year and ending on June 30 of such calendar year.

“ First Amendment ” means that certain Amendment No. 1 to Credit Agreement dated as of June 16, 2016 among the Borrower, Open Text, the other Guarantors, the lenders party thereto and the Administrative Agent.

“ Foreign Guarantor ” has the meaning given to that term in the Existing Credit Agreement.

“ Foreign Lender ” means any Lender that is not resident for income tax or withholding tax purposes under the laws of the jurisdiction in which the Borrower is resident for tax purposes on the Closing Date and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Credit Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes of this definition, Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Plan ” means any benefit plan, other than a Canadian Benefit Plan or Canadian Pension Plan, sponsored, maintained or contributed to by any Loan Party that under applicable law other than the laws of the United States or any political subdivision thereof, is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“ Foreign Plan Event ” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan or (d) the incurrence of any liability by any Loan Party under applicable law on account of the complete or partial termination of such Foreign Plan or on account of the complete or partial withdrawal of any participating employer therein.

“ Foreign Subsidiary ” means any Subsidiary of Open Text that is organized or existing under the laws of a jurisdiction other than (a) the laws of Canada or (b) the laws of a jurisdiction located within Canada or the United States.

“ GAAP ” means accounting principles generally accepted in the United States applied on a consistent basis; provided , however , that, in the event of any change in GAAP from those applied in the preparation of the financial statements of Open Text most recently delivered on or prior to the Closing Date that would affect the computation of any financial covenant, ratio, accounting definition or requirement set forth in this Agreement or any other Credit Document, if Open Text or the Majority Lenders shall so request, the Administrative Agent, the Majority Lenders and the Borrower shall negotiate in good faith, each acting reasonably, to amend such financial covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided , further , that, until so amended as provided in the preceding proviso, (a) such ratio or requirement shall continue to be computed in accordance with GAAP without regard to such change therein, and (b) the Loan Parties shall furnish to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement, setting forth a reconciliation between calculations of such financial covenant or requirement made before and after giving effect to such change in GAAP; provided , further , that, notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the Closing Date shall continue to be treated as an operating lease (and any future lease, if it were in effect on the Closing Date, that would be treated as an operating lease for purposes of GAAP as of the Closing Date shall be treated as an operating lease), in each case, for purposes of this Agreement, notwithstanding any change in GAAP after the Closing Date.

“ Governmental Authority ” means the government of Canada, the United States or any other nation, or of any political subdivision thereof, whether provincial, 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 and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency.

“ Guaranteed Obligations ” has the meaning specified in Section 21.01.

“ Guaranteed Parties ” has the meaning specified in Section 21.01.

“ Guarantee ” means the guarantee of each of the Guarantors set forth in Article 21 and any additional guarantee of a Guarantor in respect of the Guaranteed Obligations. For the avoidance of doubt, no Person shall guarantee its own Obligations.

“ Guarantor ” means each Subsidiary of Open Text (other than any Excluded Subsidiaries), in each case, in its capacity as guarantor under the Guarantee.

“ Hazardous Substance ” means any substance, waste, liquid, gaseous or solid matter, fuel, micro-organism, sound, vibration, ray, heat, odour, radiation, energy, plasma and organic or inorganic matter, alone or in any combination which is regulated under any applicable Environmental Laws as hazardous waste, a hazardous substance, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law.

“ Hedge Lenders ” has the meaning specified in the definition of “ Eligible Hedging Agreements ” herein.

“ Hedging Agreements ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar 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 to current or former directors, officers, employees or consultants (in their capacities as such) of Open Text or any of its Subsidiaries shall be a Hedging Agreement.

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

“ Immaterial Subsidiary ” means any Subsidiary of Open Text that has less than as at the end of any Measurement Period (i) U.S. $40,000,000 of EBITDA and (ii) U.S. $80,000,000 of Assets. Notwithstanding anything to the contrary contained in this Agreement, Open Text may from time to time designate, by notice to the Administrative Agent, Immaterial Subsidiaries representing, in the aggregate at any time, up to 7.5% of Consolidated EBITDA (measured as at the end of the most recently-ended period of four consecutive Financial Quarters at such time) as being exempt from Section 6.02 and Section 7.01 of this Agreement (any such Immaterial Subsidiary, an “ Exempt Immaterial Subsidiary ”). As of the Closing Date, any such Exempt Immaterial Subsidiaries are set forth on Schedule J hereto.

“ Impermissible Qualification ” means, relative to (i) the financial statements or notes thereto of any Person; or (ii) the opinion or report of any independent auditors as to any financial statement or notes thereto, any qualification or exception to such financial statements, notes, opinion or report, as the case may be, which (a) is of a “going concern” or similar nature; or (b) relates to any limited scope of examination of material matters relevant to such financial statement, if such limitation results from the refusal or failure of such Person to grant access to necessary information therefore within the power of such Person to so grant.

“ Incremental Term Facility ” has the meaning specified in Section 2.01(4).

“ Indemnified Liabilities ” has the meaning specified in Section 14.01(2).

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” has the meaning specified in Section 14.01(2).

“ Information ” has the meaning specified in Section 5.01(6).

“ Instruments ” means (i) a bill, note or cheque within the meaning of the Bills of Exchange Act (Canada) or any other writing that evidences a right to the payment of money and is of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment, or (ii) a letter of credit and an advice of credit if the letter or advice states that it must be surrendered upon claiming payment thereunder, or (iii) chattel paper or any other writing that evidences both a monetary obligation and a security interest in or a lease of specific goods, or (iv) documents of title or any other writing that purports to be issued by or addressed to a bailee and purports to cover such goods in the bailee’s possession as are identified or fungible portions of an identified mass, and that in the ordinary course of business is treated as establishing that the Person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers, or (v) any document or writing commonly known as an instrument.

“ Intellectual Property ” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade addresses and logos, and the goodwill associated with any of the foregoing; (vii) computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs; and (viii) any other intellectual property and industrial property.

“ Intercompany Instruments ” means all Instruments issued by or evidencing an obligation of any Loan Party to another Loan Party or any Subsidiary of a Loan Party to a Loan Party.

“ Intercompany Securities ” means all Securities issued by any Loan Party to another Loan Party or any Subsidiary of a Loan Party to a Loan Party.

“ Intercreditor Agreement ” means that certain Intercreditor Agreement dated as of January 16, 2014, among the Administrative Agent, and the Revolver Credit Agreement Agent and the other Persons from time to time party thereto.

“ Interest Period ” means, for each LIBOR Advance, a period which commences (i) in the case of the initial Interest Period, on the date the LIBOR Advance is made or converted from another Type of Accommodation, and (ii) in the case of any subsequent Interest Period, on the last day of the immediately preceding Interest Period in respect of a maturing LIBOR Advance, and which ends, in either case, on the day selected by the Borrower in the applicable Borrowing Notice or Interest Rate Election Notice. The duration of each Interest Period shall be 1, 2, 3 or 6 months (or, if available to all Lenders making the applicable LIBOR Advances, 12 months), unless the last day of a LIBOR Interest Period would otherwise occur on a day other than a Business Day, in which case the last day of such Interest Period shall be extended to occur on the next Business Day, or if such extension would cause the last day of such Interest Period to occur in the next calendar month, the last day of such Interest Period shall occur on the preceding Business Day.

“ Interest Rate Election Notice ” has the meaning specified in Section 3.03(3).

“ Investment Credit ” means the amount of any dividends, distributions, returns of capital, repayments of loans or similar payments paid to any Loan Party during the term of this Agreement by any Person in which Investments may be made under Section 6.02(9).

“ Investments ” means, as applied to any Person (the “ investor ”), any direct or indirect purchase or other acquisition by the investor of, or a beneficial interest in, Equity Securities of any other Person, including any exchange of Equity Securities for Indebtedness, or any direct or indirect loan, advance (other than advances to directors, officers and employees for moving, travel and entertainment expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the investor to any other Person, including all Indebtedness and accounts receivable owing to the investor from such other Person that did not arise from sales or services rendered to such other Person in the ordinary course of the investor’s business, or any direct or indirect purchase or other acquisition of bonds, notes, debentures or other debt securities of, any other Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment minus any amounts (a) realized upon the disposition of assets comprising an Investment (including the value of any liabilities assumed by any Person other than the Borrower or any Subsidiary in connection with such disposition), (b) constituting repayments of Investments that are loans or advances or (c) constituting cash returns of principal or capital thereon (including any dividend, redemption or repurchase of equity that is accounted for, in accordance with GAAP, as a return of principal or capital).

“ investor ” has the meaning specified in the definition of “ Investments ” herein.

“ ITA ” has the meaning specified in Section 5.01(18).

“ Laws ” means all legally enforceable statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, voluntary restraints, guidelines, or any provisions of the foregoing, including general principles of common and

civil law and equity, binding on the Person referred to in the context in which such word is used; and “ Law ” means any one of the foregoing.

“ Lead Arranger ” means Barclays Bank PLC.

“ Lender’s Term Loan Commitment ” has the meaning specified in the definition of “ Commitment ” herein.

“ Lenders ” means, collectively, the financial institutions and other Persons set forth on the signature pages hereof as Lenders (each of which shall, as of the Closing Date, be either a Remaining Lender or a New Lender), and any assignee thereof pursuant to the provisions of this Agreement upon such assignee executing and delivering an assignment and assumption agreement referred to in Section 15.01(2) to the Borrower and the Administrative Agent, or any other Person which becomes a Lender party to this Agreement, and in the singular any one of such Lenders. A Lender which, at any relevant time, has a Term Loan Commitment is sometimes referred to herein as a “ Term Loan Lender ”.

“ LIBO Rate ” has the meaning specified in the definition of “ Eurodollar Rate ” herein.

“ LIBOR Advance ” has the meaning specified in the definition of “ Advances ” herein.

“ Loan Parties ” means, collectively, Open Text and the Guarantors, and “ Loan Party ” means any one of them.

“ Mandatory Prepayment Suspension ” means that as of the last day of the most recently-ended Measurement Period for which financial statements have been delivered, and on a pro forma basis (giving effect to all incurrences, prepayments and repayments of Debt since the end of such Measurement Period) as of the date of determination, the Consolidated Net Leverage Ratio was less than or equal to 2.50:1.00.

“ Majority Lenders ” means, at any time, Lenders whose Commitments at such time, taken together, are greater than 50% of the aggregate amount of the Commitments at such time; provided that, with respect to any Defaulting Lender or any Affiliate thereof, the unused Term Loan Commitments and the portion of the Accommodations Outstanding held or deemed held by any such Defaulting Lender or any such Affiliate thereof shall in each case be excluded for purposes of making a determination of Majority Lenders.

“ Material Adverse Effect ” means a material adverse effect on: (i) the business, operations, financial condition, liabilities (contingent or otherwise) or properties of Open Text and its Subsidiaries, taken as a whole; (ii) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Credit Documents; or (iii) the rights or remedies of the Administrative Agent and the Lenders under the Credit Documents, taken as a whole.

“ Material Agreements ” means those agreements (as amended, supplemented, revised or restated as permitted herein from time to time) of any of the Loan Parties, the breach, non-performance or cancellation of which or the failure of which to renew, or the termination, revocation or lapse of which, would reasonably be expected to have a Material Adverse Effect and which cannot promptly be replaced by an alternative comparable contract with comparable commercial terms, which agreements, if any, as of the Closing Date, are listed on Schedule H (as amended, restated, supplemented or replaced as permitted hereunder).

“ Material Disposition ” means any Disposition or series of related Dispositions that involves Assets having a fair value, or consideration received for such Assets, in excess of U.S. $30,000,000.

“ Material Intellectual Property Rights ” has the meaning specified in Section 5.01(10).

“ Material Owned Real Property ” means any owned real property (or owned immoveable property, as applicable) of any Loan Party acquired after the Closing Date having a fair value or book value of greater than U.S. $10,000,000.

“ Material Permits ” means the Authorizations, the breach, non-performance, cancellation or non-availability of which or failure of which to renew would reasonably be expected to have a Material Adverse Effect.

“ Material Subsidiary ” means any Subsidiary of Open Text other than an Excluded Subsidiary (but including any Subsidiary that has been designated as a Material Subsidiary as provided in the definition of “ Excluded Subsidiary ”).

“ Measurement Period ” means, as of any date of determination, the four consecutive Financial Quarters most recently ended prior to such date.

“ Minimum Guarantor Coverage ” has the meaning specified in the definition of “ Excluded Subsidiary ” herein.

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

“ Multiemployer Plan ” means any employee benefit plan which is a “ multiemployer plan ” within the meaning of Section 4001(a)(3) of ERISA and to which any Loan Party or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five (5) plan years, has made or had an obligation to make such contributions and excludes any Canadian Benefit Plan.

“ Multiple Employer Plan ” means a Plan which has two (2) or more contributing sponsors (including any Loan Party or any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

“ Net Proceeds ” means any one or more of the following: (i) with respect to any Disposition of Assets by any Loan Party, the net amount equal to the aggregate amount received in cash (including any cash received by way of deferred payment pursuant to a note, receivable, other non-cash consideration or otherwise, but only as and when such cash is so received)

in connection with such Disposition, less the reasonable fees (including reasonable legal fees), commissions and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Administrative Agent upon request therefor by the Administrative Agent) and Taxes incurred, paid or payable for by any Loan Party in connection with such Disposition; (ii) with respect to the issuance or creation of Debt or Equity Securities, whether private or public, of any Loan Party, the net amount equal to the aggregate amount received in cash (including any cash received by way of deferred advance or installment but only as and when such cash is so received) in connection with such creation or issuance, less the reasonable fees (including reasonable legal fees), commissions, printing costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Administrative Agent upon request therefor by the Administrative Agent) incurred, paid or payable for by any Loan Party in connection with such creation or issuance; and (iii) with respect to the receipt of proceeds under any insurance policy (other than business interruption and life insurance), the net amount equal to the aggregate amount received in cash in connection with such receipt of insurance proceeds less the reasonable fees (including reasonable legal fees), costs, deductibles and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Administrative Agent upon request therefor by the Administrative Agent) incurred, paid for or payable by any Loan Party or any of its Subsidiaries in connection with the claim under the insurance policy giving rise to such proceeds; provided that “ Net Proceeds ” shall not include any such proceeds attributable to a Subsidiary located outside of Canada and the United States to the extent that (A) the distribution of such proceeds to a Loan Party is prohibited by Law, is subject to foreign currency controls (and the value of such proceeds would be impaired thereby) or would result in material adverse tax consequence or (B) such proceeds are reasonably necessary (as certified in writing to the Administrative Agent by a Financial Officer of Open Text or the applicable Subsidiary) to facilitate Open Text’s tax planning strategy.

“ New Lender ” means each Lender that is not an Existing Term Lender.

“ New Term Loan Commitment ” means, in respect of each Remaining Lender, the positive difference (if any) between such Remaining Lender’s (a) Term Loan Commitment and (b) Exchanged Term Loan Commitment.

“ Non-Consenting Lender ” has the meaning specified in Section 16.01(5).

“ Non-Public Information ” means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Open Text, its Affiliates, its Subsidiaries or their Securities.

“ Non-Public Lenders ” means Lenders that wish to receive Non-Public Information with respect to Open Text, its Affiliates, its Subsidiaries or their Securities.

“ Obligations ” means all debts, liabilities and obligations of or owing by the Loan Parties to any Guaranteed Party at any time and from time to time, present and future, direct and indirect, absolute and contingent, matured or not, arising from this Agreement, any Eligible Cash Management Agreements, any Eligible Hedging Agreements or any other Credit Document, and all amendments, restatements, replacements, renewals, extensions, or

supplements and continuations thereof, and whether the Loan Parties are bound alone or with another or others, and whether as principal or surety, and including all liabilities of the Loan Parties arising as a consequence of their failure to pay or fulfill any of such debts, liabilities and obligations.

“ Obligor ” has the meaning specified in Section 6.01(15)(c)(ii).

“ Open Text” has the meaning given to such term in the Recitals hereto.

“ Original Currency ” has the meaning specified in Section 16.02(1).

“ Other Currency ” has the meaning specified in Section 16.02(1).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“ Owned Real Properties ” means, collectively, the land and premises listed on Schedule E and the Buildings and Fixtures thereon.

“ Participant ” has the meaning assigned to such term in Section 15.01(6).

“ Participant Register ” has the meaning specified in Section 15.01(9).

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“ Permitted Acquisitions ” means any Acquisition (i) which is of a Person carrying on a business which is the same as or related, ancillary, incidental or complementary to the business carried on by any Loan Party (or if an asset Acquisition, is of assets used or useful in a business which is the same as or related, ancillary, incidental or complementary to the business carried on by any Loan Party); (ii) in respect of which Open Text provides, together with the next Compliance Certificate required to be delivered in accordance with Section 6.01(1(a)(iii) following the date of such Acquisition, a certificate of the chief financial officer containing information in reasonable detail regarding the cost of such Acquisition, the projected earnings of such Acquisition, the financial and acquisition structure of such Acquisition, audited financial statements of the subject of such Acquisition for the previous two years to the extent available, and financial projections, on a quarterly basis, for the succeeding year, and on an annual basis for the year thereafter (or such later period as the Administrative Agent may reasonably request), which shall demonstrate, after giving effect to such Acquisition, compliance with the financial covenant set forth in Section 6.03 as at the date of such Acquisition, and at all relevant times during the period of 12 months thereafter (calculated on a pro forma basis and based on the projected performance of such Acquisition for such 12 month period); (iii) in respect of which the Lenders will have a security interest over the assets to be acquired (to the extent such assets are acquired by a Loan Party), subject only to Permitted Exceptions and Permitted Encumbrances (and if such Acquisition is an

Acquisition of Equity Securities of any Person that is a Material Subsidiary, to the extent the Minimum Guarantor Coverage would not otherwise be satisfied, also a full liability guarantee (subject to any limitations imposed by Law on the amount of such liability) and a security interest over the assets of such Person, subject only to Permitted Exceptions and Permitted Encumbrances), or arrangements satisfactory to the Administrative Agent, acting reasonably, shall have been made for the providing of such guarantee and the obtaining of such security interests, as applicable, within a period not to exceed 90 days following the date of such Acquisition; and (iv) if such Acquisition is an Acquisition of Equity Securities of any Person, in respect of which such acquiring Person acquires a percentage of the Equity Securities of such Person sufficient to permit such acquiring Person to effect the acquisition of 100% of the Equity Securities of such Person in a subsequent transaction under Law.

“ Permitted Debt ” means,

“ Permitted Dispositions ” means (i) any Disposition of Assets to Loan Parties; (ii) Dispositions of inventory in the ordinary course of business; (iii) Dispositions of Assets which are obsolete, redundant or of no material economic value; (iv) Dispositions of Assets in each Financial Year to a Person that is not a Loan Party of not more than an amount equal to 20% of Consolidated Assets in the aggregate for all such Dispositions during such Financial Year (determined on the first Business Day of such Financial Year); provided that if, for any Financial Year, the amount specified above exceeds the aggregate amount of

applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided further that all such Dispositions pursuant to this clause (iv) shall not exceed an aggregate amount equal to 45% of Consolidated Assets as of the Closing Date; (v) Dispositions of Assets to Subsidiaries of Open Text so long as Section 6.02(6) and Section 6.02(9) are complied with and subject in all cases to compliance with the Minimum Guarantor Coverage; (vi) Dispositions resulting from a transaction permitted under Section 6.02(3)(i) through (iv); and (vii) Dispositions of Assets by Subsidiaries of Open Text that are not Loan Parties to other Subsidiaries of Open Text that are not Loan Parties.

“ Permitted Encumbrances ” means, with respect to any Person, the following:

“ Permitted Exceptions ” means, as to any Asset of a Loan Party that would otherwise be required to constitute Collateral, in each case as reasonably determined by the Administrative Agent (after consultation with Open Text), that such Asset shall not be required to constitute Collateral if (a) the costs of obtaining or granting of such security interest or other applicable Encumbrance at Law are excessive in relation to the value of the security to be afforded thereby, (b) material adverse tax consequences would result from the grant of such security interest or other applicable Encumbrance at Law therein (including that no grant of any security interest is made of the Equity Securities of any non-U.S. entity treated as a “controlled foreign corporation” within the meaning of Section 957(a) of the Code to the extent the Equity Securities of such non-U.S. entity are held by a U.S. entity treated as a corporation for U.S. federal income tax purposes), or (c) the granting of any Encumbrance or security interest in such Asset would constitute or result in the abandonment, invalidation, unenforceability of, or result in any breach, termination or default under, in each case, any Loan Party’s interest in such Asset, or any agreements relating to any Loan Party’s interest therein, as applicable after application of the Uniform Commercial Code or other applicable Law that has the effect of invalidating anti-assignment provisions in contracts and applicable Laws; provided , that if the foregoing provisions of clause (c) are applicable, such Asset and the proceeds of such Asset shall be subject to a trust if not prohibited by Law or by the terms of such Asset in favour of the Administrative Agent, for the benefit of the Lenders (which trust, for clarification, prior to the security interest which would otherwise be granted in or made with respect to such Asset becoming enforceable, shall not prohibit or limit a Loan Party’s use and dealing with such Asset and proceeds except to the extent provided for herein); and, provided further that, for clarification, if any leasehold interest of any Loan Party shall constitute Collateral, the security therein shall not be registered against the related real property and the Loan Parties shall not be required to arrange or deliver title insurance or title opinions, surveys or other ancillaries relating thereto.

“ Permitted Investments ” means:

such date of acquisition, a credit rating on its long-term unsecured debt of at least “A-” by S&P;

“ Plan ” means at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, and excludes any Canadian Benefit Plan.

“ Platform ” has the meaning specified in Section 13.01(2).

“ Pledged Account Bank ” has the meaning specified in Section 6.01(15)(c)(i).

“ Pledged Deposit Account ” means each deposit account as to which a U.S. Grantor has complied with the requirements of Section 6.01(15)(c) of this Agreement.

“ PPSA ” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of the Administrative Agent’s or the Collateral Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, “ PPSA ” shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“ Prime Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

“ Prohibited Transaction ” means any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class exemption has been issued by the United States Department of Labor.

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

“ Public Information ” means any information, data or materials regarding any Loan Party that is either (a) publicly available or (b) not material with respect to any Loan Party, any of its subsidiaries or any of its securities for purposes of United States or Canadian federal, state or provincial securities laws.

“ Public Lender ” has the meaning specified in Section 13.01(2).

“ Purchase Money Mortgage ” means, in respect of any Person, any Encumbrance charging property acquired by such Person, which is granted or assumed by such Person, reserved by the transferor (including, Capital Lease Obligations) or which arises by operation of Law in favour of the transferor concurrently with and for the purpose of the acquisition of such property, in each case where (i) the principal amount secured by such Encumbrance is not in excess of the cost to such Person of the property acquired; and (ii) such Encumbrance extends only to the property acquired.

“ Qualified ECP Guarantor ” means, at any time, each Guarantor with total assets exceeding U.S. $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and, in each case, can cause another Person to qualify as an

“eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Refinancing Debt ” means, without duplication, Debt that refunds, refinances, extends or all of the proceeds from which are used to repay (in whole or in part) any Permitted Debt but only to the extent that (a) such Refinancing Debt is subordinated to the Debt hereunder at least to the same extent as the Debt being refunded, refinanced or extended, if at all; (b) the principal amount of such Refinancing Debt has a weighted average life to maturity not less than the weighted average life to maturity of the Debt being refunded, refinanced or extended and is scheduled to mature no earlier than the Debt being refunded, refinanced or extended; (c) such Refinancing Debt is in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or, if issued with original issue discount, the aggregate accreted value) of the Debt being refunded, refinanced or extended and the amount of any premium reasonably necessary to accomplish such refinancing, (y) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of pre-existing prepayment provisions on such Debt being refunded, refinanced or extended, and (z) the amount of customary fees, expenses and costs related to the incurrence of such Refinancing Debt; and (d) such Refinancing Debt is incurred by the same Person or (i) if such Debt is of a Loan Party, by another Loan Party or (ii) if such Debt is of a Subsidiary of a Loan Party that is not a Loan Party, by a Person that is not a Loan Party.

“ Register ” has the meaning specified in Section 15.01(4).

“ Registered Intellectual Property ” means any Intellectual Property in respect of which ownership, title, security interests, charges or encumbrances are registered, recorded or noted with any Governmental Authority pursuant to Law.

“ Regulation U ” means Regulation U or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates (to the extent that such Affiliates are directly involved in the transactions pursuant to the Credit Documents) and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Release ” when used as a verb includes release, spill, leak, emit, deposit, discharge, leach, migrate or dispose into the environment and the term “ Release ” when used as a noun has a correlative meaning, but does not include any release, spill, leak, emission, deposit, discharge, leach, migration or disposition pursuant to a valid Environmental Permit or in accordance with Environmental Laws.

“ Remaining Lender ” means each Lender that is also an Existing Term Lender.

“ Reorganization ” means the reorganization pursuant to which the organization structure of the Borrower and its Subsidiaries will be as set forth on Schedule F(ii) hereto.

“ Reorganization Completion Date ” means the date on which the transactions contemplated by the Reorganization have been completed.

“ Repricing Transaction ” means each of (a) the prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Term Loans substantially concurrently with the incurrence by any Loan Party of any secured term loans having an Effective Yield that is less than the Effective Yield applicable to such Term Loans so prepaid, repaid, refinanced, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement that would have the effect of reducing the Effective Yield of the Term Loans; provided that the primary purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the Effective Yield of the Term Loans.

“ Responsible Officer ” means, with respect to any corporation, the chairman, the president, any vice president, the chief executive officer, the chief operating officer or the chief financial officer, and, in respect of financial or accounting matters, any Financial Officer of such corporation; unless otherwise specified, all references herein to a Responsible Officer mean a Responsible Officer of Open Text.

“ Restricted Payment ” means, with respect to any Person, any payment by such Person (i) of any dividends on any of its Equity Securities, (ii) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any of its Equity Securities or any warrants, options or rights to acquire any such shares, or the making by such Person of any other distribution in respect of any of its Equity Securities, (iii) of any principal of or interest or premium on or of any amount in respect of a sinking or analogous fund or defeasance fund for any Debt of such Person, (iv) of any principal of or interest or premium on or of any amount in respect of a sinking or analogous fund or defeasance fund for any Debt of such Person to a shareholder of such Person or to an Affiliate of a shareholder of such Person, or (v) of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to any Affiliate of such Person or to any director or officer thereof (except as permitted pursuant to Section 6.02(8)). For the avoidance of doubt, (x) payments among the Loan Parties and (y) repayments of (1) intercompany Debt that is owing to any Loan Party, (2) intercompany Debt owing by any Subsidiary of Open Text that is not a Loan Party to any other Subsidiary of Open Text that is not a Loan Party, (3) unsecured intercompany Debt payable that is owing to any Subsidiary of Open Text that is not a Loan Party by any Subsidiary of Open Text that is not a Loan Party, but that subsequently becomes a Loan Party, or (4) unsecured intercompany Debt that is owing by any Loan Party to any Subsidiary of Open Text that is not a Loan Party, shall not, together with the interest payable on any such Debt, in any such case, constitute a Restricted Payment, provided that, in the case of the foregoing clauses (3) (upon the obligor Subsidiary becoming a Loan Party) and (4), such Debt shall expressly provide that no payments thereunder shall be made by any Loan Party at any time during the continuance of a Default or an Event of Default or to the extent that a Default or an Event of Default would result therefrom pursuant to customary subordination arrangements.

“ Revolving Commitments ” has the meaning specified in the Revolving Credit Agreement.

“ Revolving Credit Agreement ” means that certain Third Amended and Restated Credit Agreement initially dated as of October 2, 2006, as amended as of February 15, 2007 and as of September 24, 2009, as amended and restated as of November 9, 2011, as amended as of December 16, 2013 and as of December 22, 2014, as further amended and restated as of January 15, 2015, as amended as of June 16, 2016, as of February 1, 2017, as amended as of May 5, 2017, and as of September 6, 2017 and as further amended and restated as of the Closing Date by and among Open Text ULC, the affiliates of Open Text ULC party thereto (including Open Text), the Revolving Credit Agreement Agent, the financial institutions party thereto and the lenders party thereto from time to time, as such Third Amended and Restated Credit Agreement may be further amended, supplemented, restated, amended and restated or modified from time to time in accordance with Section 6.02(14).

“ Revolving Credit Agreement Agent ” means Barclays Bank PLC, or its successor in interest, in its capacity as administrative agent and collateral agent under the Revolving Credit Agreement.

“ Sale-Leaseback Transaction ” means, with respect to any Person, any direct or indirect arrangement entered into after the Closing Date pursuant to which such Person transfers or causes the transfer of any Assets to another Person and leases such Assets back from such Person as a Capital Lease Obligation.

“ Sanctions ” has the meaning specified in Section 5.01(27).

“ Secured Obligations ” has the meaning specified in Section 21.01.

“ Securities ” means:

but excludes

“ Securitization ” means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Accommodations.

“ Security ” has the meaning specified in Section 2.11(1).

“ Security Agreement ” has the meaning specified in Section 2.11(1)(b).

“ Security Documents ” means the Intercreditor Agreement, the agreements described in Section 2.11 and any other security granted to the Collateral Agent, the Administrative Agent or the Lenders, including pursuant to Section 6.01(15), as security for the Secured Obligations of any of the Loan Parties under this Agreement and the other Credit Documents.

“ Security and Pledge Agreement ” means the Security and Pledge Agreement, dated as of January 16, 2014, between the U.S Grantors and the Collateral Agent.

“ S&P ” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“ Solvent ” and “ Solvency ” mean, (a) with respect to the Borrower and its Subsidiaries on a particular date, (i)     the fair value of the assets (on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property (on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business, (iii) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business and (iv) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of such date for which they have unreasonably small capital and (b) with respect to Open Text and its Subsidiaries on a particular date, that on such date, (i) the aggregate of the property of Open Text and its Subsidiaries is, at a fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable payment of all their obligations, due and accruing due, (ii) Open Text and its Subsidiaries, taken as a whole, are paying their current obligations in the ordinary course of business as they generally became due and (iii) Open Text and its Subsidiaries, taken as a whole, are able to meet their obligations as they generally become due.

“ Specified Loan Party ” has the meaning specified in Section 21.13.

“ Specified Representations ” means the representations and warranties of the Loan Parties set forth in Section 5.01(1) (as to organizational incorporation and qualification), Section 5.01(2) (as to corporate power and authority to enter into and perform its applicable obligations under the Credit Documents), Section 5.01(3) (as to absence of conflict with constating documents), Sections 5.01(4) and 5.01(5) (as they relate to due execution, delivery, authorization and enforceability of the Credit Documents), Section 5.01(25) (as to

the Solvency of Open Text and its Subsidiaries, taken as a whole or on a consolidated basis, as applicable), Section 5.01(23) (as to margin regulations of the Board of Governors of the Federal Reserve System), Section 5.01(24) (as to the Investment Company Act of 1940), Section 5.01(27) (as to OFAC and the USA PATRIOT Act, but only to the extent it would be unlawful for the Lenders to extend any Advance on the Closing Date).

“ Subsidiary ” means, at any time, as to any Person, any corporation, company or other Person, if at such time the first mentioned Person owns, directly or indirectly, securities or other ownership interests in such corporation, company or other Person having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such corporation, company or other Person.

“ Synthetic Debt ” means, with respect to any Person, without duplication of any clause within the definition of “Debt”, all (i) obligations of such Person under any lease that is treated as an operating lease for financial accounting purposes and a financing lease for tax purposes (i.e., a “synthetic lease”), (ii) obligations of such Person in respect of transactions entered into by such Person (other than deposit liabilities), the proceeds from which would be reflected on the financial statements of such Person in accordance with GAAP as cash flows from financings at the time such transaction was entered into (other than as a result of equity contributions or the issuance of equity interests) and (iii) obligations of such Person in respect of other transactions entered into by such Person that are not otherwise addressed in the definition of “ Debt ” or in clause (i) or (ii) above that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing).

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

“ Term Loan Advance ” means an Advance under the Term Loan Facility.

“ Term Loan Commitment ” has the meaning specified in the definition of “ Commitment ” herein.

“ Term Loan Facility ” means the term loan facility made available to the Borrower in accordance with Article 2 and Section 3.01.

“ Term Loan Lender ” means a Lender that has a Term Loan Commitment or Term Loan Advance outstanding.

“ Term Loan Repayment Date ” means the seventh anniversary of the Closing Date.

“ Term Loans ” means, collectively, (a) the Term Loan Advances made by the Term Loan Lenders to the Borrower pursuant to Section 3.01(1), and (b) the loans deemed to have been made in exchange for Existing Term Loans in accordance with the Closing Date Cashless Settlement Exchange contemplated by Section 3.01(3).

“ Type ” has the meaning specified in the definition of “Accommodation” or “Advance”, as the case may be, herein.

“ UCC ” means the Uniform Commercial Code as in effect in the jurisdiction of organization of any applicable Loan Party.

“ ULC ” has the meaning specified in the definition of “ULC Shares”.

“ ULC Shares ” means shares or other equity interests issued by an unlimited company or an unlimited liability company or unlimited liability corporation incorporated or otherwise governed by the laws of any of the provinces of Canada (each, a “ ULC ”) (other than any shares or other equity interests issued by Open Text ULC, an unlimited liability company governed by the laws of Nova Scotia, or any successor thereof which is a ULC).

“ Unmatured Surviving Obligations ” has the meaning specified in Section 6.01(15)(c).

“ Unrestricted Cash ” means, at any time when “Consolidated Cash and Permitted Investments held in accounts on the consolidated balance sheet of Open Text as at such date to the extent that such cash and Cash Equivalents would not be required to be classified as “restricted” in accordance with GAAP (other than related to the Credit Documents (or the Liens created thereunder)).

“ U.S. Dollars ” and “ U.S. $ ” each mean the lawful money of the United States.

“ U.S. Grantor ” means Borrower and any other Guarantor organized under the laws of a jurisdiction located within the United States.

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

Any reference in the Credit Documents to gender includes all genders, and words importing the singular number only include the plural and vice versa.

The provisions of a table of contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

All references in the Credit Documents to dollars or $, unless otherwise specifically indicated, are expressed in U.S. $.

In any Credit Document (i) (y) the words “ including ” and “ includes ” mean “including (or includes) without limitation” and (z) the phrase “ the aggregate of ,” “ the total of ”, “ the sum of ”, or a phrase of similar meaning means “ the aggregate (or total or sum), without duplication, of” , and (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “ from ” means “ from and including ” and the words “ to ” and “ until ” each mean “ to (or until) but excluding ”.

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP.

Whenever any payment is stated to be due on a day which is not a Business Day, such payment shall be made (except as herein otherwise expressly provided in respect of any LIBOR Advance) on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or Fees, as the case may be.

References in this Agreement to a Lender’s ratable portion of Advances or ratable share of payments of principal, interest, Fees or any other amount, shall mean and refer to a ratable portion or share as nearly as may be ratable in the circumstances, as determined in good faith by the Administrative Agent. Each such determination by the Administrative Agent shall be prima facie evidence of such ratable share.

The schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it.

Any reference to “control” when used in the Credit Documents in reference to Equity Securities constituting Collateral shall be interpreted by reference to the Securities Transfer Act (Ontario), the UCC or other relevant Law in effect in the jurisdiction governing the perfection of a security interest in such Collateral.

This Agreement and the other Credit Documents, shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement and all other agreements between the parties with respect to the Term Loans outstanding under the Existing Credit Agreement as of the Closing Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Credit Documents executed and delivered herewith do not constitute a novation or termination of the obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date, (b) except as set forth in Article 22 and the 2018 Release Documents, such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Credit Documents, (c) except as expressly set forth in Article 22 and the 2018 Release Documents, the security interests and other Encumbrances created under the Security Documents prior to the date hereof in favour of the Collateral Agent (as defined in the Existing Credit Agreement) or Barclays Bank PLC, as Administrative Agent (under the Existing Credit Agreement) for the benefit of the Secured Parties (as defined in the Security Documents) securing payment of such obligations are in all respects continuing in full force and effect, and (d) all references in the other Credit Documents (i) to the Existing Credit Agreement or ‘Credit Agreement’ shall be deemed to refer without further amendment to this Agreement, (ii) to the ‘Administrative Agent’ shall be deemed to refer without further amendment to the Administrative Agent as defined in this Agreement, (iii) to the ‘Lenders’ or a ‘Lender’ shall be deemed to refer without further amendment to the Lenders as defined in this Agreement, and (iv) to the ‘Collateral Agent’ shall be deemed to refer without further amendment to the Collateral Agent as defined in this Agreement.

For purposes of any property located in the Province of Quebec or charged by any deed of hypothec (or any other Credit Document governed by the laws of the Province of Quebec) and for all other purposes pursuant to which the interpretation or construction of a Credit Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause,” (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Lien as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary,” (k) “construction liens” shall be deemed to include “legal hypothecs”, (l) “joint and several” shall be deemed to include “solidary” and “jointly and severally” shall be deemed to include “solidarily” (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall be deemed to include “ownership”, (o) “easement” shall be deemed to include “servitude”, (p) “priority” shall be deemed to include “rank” or “prior claim”, as applicable (q) “survey” shall be deemed to include “certificate of location and plan”, (r) “fee simple title” shall be deemed to include “absolute ownership”, (s) “leasehold interest” shall be deemed to include

“rights resulting from a lease”, and (t) “lease” shall be deemed to include a “contract of leasing (crédit-bail)”.

ARTICLE 2

CREDIT FACILITY

respects on the date of the funding thereof (except in the case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, the Specified Representations shall be true and correct in all material respects;

The Borrower shall use the proceeds of the Borrowing under the Term Loan Facility (i) to refinance the Existing Term Loans (including in respect of the Closing Date Cashless Settlement Exchange), (ii) to repay any amounts outstanding under the Revolving Credit Agreement and (iii) for other general corporate purposes.

The Borrower shall repay (subject to Section 7.01) the Accommodations Outstanding under the Term Loan Facility in quarterly instalments equal to the rates set out below multiplied by the aggregate principal amount of the Term Loans on the Closing Date (after giving effect to (a) the Advances made pursuant to Section 3.01(1) and (b) the Closing Date Cashless Settlement Exchange), in each case, on the last Business Day of each March, June, September and December, with the balance payable on the Term Loan Repayment Date. The amounts payable pursuant to this Section 2.04 shall be reduced by each prepayment, (if any), of principal under the Term Loan Facility pursuant to Section 2.09.

the Borrower shall have an additional 180 days from the end of such 365 day period to reinvest such Net Proceeds.

The Borrower shall offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.08 and 2.09. Any Lender accepting such offer shall be prepaid in full; provided that if the Majority Lenders shall have accepted such offer, then all Lenders shall be deemed to have accepted such offer and the Borrower shall prepay all outstanding amounts under the Term Loan Facility (including the principal amount of all Accommodations Outstanding plus any accrued and unpaid interest and fees), with such prepayments to be applied in accordance with Sections 2.08 and 2.09.

The Borrower may, subject to the provisions of this Agreement, prepay Accommodations Outstanding under the Term Loan Facility at any time without premium or penalty (other than breakage costs, if any, payable pursuant to Section 8.01(3)); provided that prior to the date that is 6 months after the Closing Date, if the Borrower (x) prepays, repays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.05(2) that constitutes a Repricing Transaction), or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, such Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, repaid, refinanced, substituted or replaced

(plus all accrued and unpaid interest and breakage costs, if any, payable pursuant to Section 8.01(2)) and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment, modification, waiver or consent. In such case, the Borrower shall pay to the applicable Lenders in accordance with such notice the amount of such prepayment or the amount by which the Accommodations Outstanding under the Credit Facility exceed the proposed reduced Commitment, as the case may be, together with, in respect of LIBOR Advances, breakage costs related to prepayments not made on the last day of the relevant interest period. Each partial prepayment or reduction shall be in a minimum aggregate principal amount of U.S. $5,000,000 and in an integral multiple of U.S. $1,000,000.

Open Text shall pay an annual administrative fee to the Administrative Agent in an amount as agreed to by Open Text and the Administrative Agent.

Administrative Agent as follows (i) first, in reduction of the Borrower’s obligation to pay any unpaid interest and any Fees which are due and owing; (ii) second, in reduction of the Borrower’s obligation to pay any claims or losses referred to in Section 14.01; (iii) third, in reduction of the Borrower’s obligation to pay any amounts due and owing on account of any unpaid principal amount of Advances and Obligations arising under Eligible Cash Management Agreements and Eligible Hedging Agreements, in each case, which are due and owing; provided that notwithstanding the foregoing, Obligations arising under Eligible Cash Management Agreements and Eligible Hedging Agreements shall be excluded from any such application if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Lender, as the case may be; (iv) fourth, in reduction of the Borrower’s obligation to pay any other unpaid Accommodations Outstanding which are due and owing; (v) fifth, in reduction of any other obligation of the Borrower under this Agreement and the other Credit Documents; and (vi) seventh, to the Borrower or such other Persons as may lawfully be entitled to or directed by a Borrower to receive the remainder.

provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under the applicable Credit Document, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Party paying the amount shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to the Borrower or Guarantor. Any amount or rate of interest referred to in this Section 2.10(4) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Accommodations Outstanding remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of this Agreement to the Term Loan Repayment Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Administrative Agent, or any Lender or the Collateral Agent, including the filing of financing statements or other documents under any Law with respect to the Encumbrances created thereby. The Loan Parties acknowledge that the Credit Documents have been prepared on the basis of Law in effect on the Closing Date, and that changes to Law may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be amended, supplemented or replaced (and Open Text shall, or shall cause the applicable Loan Party to duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or replacement reasonably requested by the Administrative Agent with respect to any of the Credit Documents) within 30 days of written request therefor (i) to reflect any change in Law, whether arising as a result of statutory amendments, court decisions or otherwise; (ii) to facilitate the creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Administrative Agent Encumbrances similar to the Encumbrances created or intended to be created by the Credit Documents.

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 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Each Lender shall be offered (an “ Extension Offer ”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent.

If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans requested to be extended by Open Text pursuant to such Extension Offer, then the Term Loans of Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.

of the Administrative Agent and Open Text in connection with the establishment of such new Term Loans on terms consistent with this Section 2.13).

Each Borrowing under the Term Loan Facility shall be in a minimum amount of (i) U.S. $1,000,000 and in an integral multiple of U.S. $100,000 in the case of Borrowings by way of LIBOR Advances or ABR Advances; and (ii) shall be made on the number of days prior notice specified in Schedule 3, given not later than 10:00 a.m. (New York time), in the case of ABR Advances, and 12:00 p.m. (New York time), in all other cases, in each case by the Borrower to the Administrative Agent. Each notice of a Borrowing (a “ Borrowing Notice ”) shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the Borrower once given by it to the Administrative Agent, and shall specify (i) the requested date of the

Borrowing; (ii) the aggregate amount and currency of the Borrowing; (iii) the Type of Advances comprising the Borrowing; and (iv) in the case of a LIBOR Advance, the initial Interest Period applicable to such Advance. Upon receipt by the Administrative Agent of funds from the Lenders and fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower in accordance with Article 2.

Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.

The Borrower shall pay interest on the unpaid principal amount of each Advance made to it, from the date of such Advance until such principal amount is repaid in full, at the following rates per annum:

Lenders, acting reasonably, and their counsel and in sufficient quantities for each Lender:

The making of an Accommodation or otherwise giving effect to any Accommodation Notice hereunder, without the fulfillment of one or more conditions set forth in Section 4.01 shall not constitute a waiver of any such condition, and the Administrative Agent and the Lenders reserve the right to require fulfillment of such condition in connection with any subsequent Accommodation Notice or Accommodation.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

The Loan Parties represent and warrant to each Lender, on the Closing Date and on each date required by Section 4.01 and Section 2.01(4), acknowledging and confirming that each Lender is relying thereon without independent inquiry in entering into this Agreement and providing Accommodations hereunder, that:

performance by each such Loan Party of its respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, partnership or analogous action and no Authorization, under any Law, and no registration, qualification, designation, declaration or filing with any Governmental Authority, is or was necessary therefor or to perfect the same, except as are in full force and effect, unamended except for Permitted Exceptions and where failure to obtain or make such Authorization, qualification, designation, declaration or filing with any Governmental Authority would not reasonably be expected to have a Material Adverse Effect.

constitutes an Event of Default. Except with respect to the Disclosed Matter(s) and except any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Loan Parties or any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) to the knowledge of any Loan Party, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability, or (iv) knows of any basis for any Environmental Liability.

Party has the right to use the intellectual property which such Loan Party owns, (ii) all applications and registrations for such intellectual property are current, and (iii) to the knowledge of all Loan Parties, the conduct of each Loan Party’s business does not infringe the intellectual property rights of any other Person.

pertaining to any Debt of any Loan Party, or under any material agreement or instrument to which any Loan Party is a party or by which any Loan Party is bound, except where such default would not reasonably be expected to have a Material Adverse Effect.

Party’s knowledge, any other party to any such agreement is in default with respect thereto, except to the extent that any such failure, amendment or default would not reasonably expected to have a Material Adverse Effect.

the Loan Parties are subject to any other Federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

None of the Loan Parties or any of their Subsidiaries is in violation of any applicable Sanctions or applicable Anti-Terrorism Law, or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or applicable Sanctions.

The representations and warranties herein set forth or contained in any certificates or notices delivered to the Administrative Agent and the Lenders pursuant hereto shall not merge in or be prejudiced by and shall survive any Accommodation hereunder and shall continue in full force and effect (as of the date when made or deemed to be made) so long as any amounts are owing by the Borrower to the Lenders hereunder.

ARTICLE 6

COVENANTS OF THE LOAN PARTIES

So long as any amount owing hereunder remains unpaid or any Lender has any obligation under this Agreement, and unless consent or waiver is given in accordance with Section 16.01 hereof, each Loan Party shall:

Administrative Agent not later than 75 days after the end of each Financial Year; and

Information required to be delivered pursuant to clauses (i) and (ii) above shall be deemed to have been delivered if such information shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov and Open Text shall have notified the Administrative Agent of the availability of such financial information.

in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

and, at its expense, execute and deliver or cause to be executed and delivered all such agreements, instruments and other documents as the Administrative Agent, acting reasonably, may consider necessary for the foregoing purposes.