8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 6, 2011 (September 30, 2011)

Travelport Limited

(Exact name of Registrant as specified in its charter)

Bermuda
(State or other jurisdiction
of incorporation) 333-141714
(Commission File No.) 98-0505100
(I.R.S. Employer
Identification Number)

300 Galleria Parkway
Atlanta, GA 30339
(Address of principal executive
office)

Registrant’s telephone number, including area code (770) 563-7400
N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

EX-3.1

EX-4.1

EX-10.1

EX-10.2

Item 1.01 Entry into a Material Definitive Agreement.

Fourth Amended and Restated Credit Agreement

In connection with the previously announced successful completion of the restructuring (the “Restructuring”) with respect to our direct parent holding company, Travelport Holdings Limited (“Holdings”) senior unsecured payment-in-kind (“PIK”) term loans due March 27, 2012, on September 30, 2011, we amended our existing credit facility pursuant to the Fourth Amended and Restated Credit Agreement among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, and the other agents and other lenders party thereto (the “Fourth Amended and Restated Credit Agreement”). The Fourth Amended and Restated Credit Agreement, among other things: (i) allows for a new a second lien secured on a second priority basis as described further below; (ii) adds a minimum liquidity covenant to be effective under certain conditions; (iii) increases our restricted payment capacity; (iv) limits the general basket for investments to $20 million; (v) provides for our payment of a consent fee to various lenders; (vi) requires us to purchase and retire up to $20 million of our senior notes under certain conditions for each of the next 2 years unless such purchases would be reasonably likely to result in a violation of our liquidity covenants during the following 12 month period; (vii) amends our total leverage ratio test, which will initially be set at 8.0X until June 30, 2013, and adds a first lien leverage ratio test, which will initially be set at 4.0X until June 30, 2013; (viii) adds certain additional collateral; and (ix) effectuates various technical, conforming, and other changes in connection with the Restructuring.

Second Lien Credit Agreement

In connection with the Restructuring, on September 30, 2011 we entered into a second lien credit agreement, dated as of September 30, 2011, among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, Wells Fargo Bank, National Association, as administrative agent and as collateral agent, and each lender from time to time party thereto (the “Second Lien Credit Agreement”). The Second Lien Credit Agreement, among other things: (i) extends a new term loan in an aggregate principal amount of $342.5 million; (ii) has a maturity date of December 1, 2016; (iii) carries an interest rate equal to LIBOR plus 6%, payable in cash (only when permitted by the terms of the Fourth Amended and Restated Credit Agreement) or payment-in-kind interest on a cumulative quarterly basis; (iv) is guaranteed, on a secured second priority basis, by the same entities that guarantee the obligations under the Fourth Amended and Restated Credit Agreement; (v) has substantially the same covenants and events of default as under the Fourth Amended and Restated Credit Agreement (other than financial covenants, larger baskets and a cross-acceleration to the Fourth Amended and Restated Credit Agreement); and (vi) may, under certain conditions, be converted into newly issued private-for-life bonds to be governed by an indenture that contains substantially the same covenants, events of default and remedies as the Second Lien Credit Agreement.

Certain of the lenders party to the Fourth Amended and Restated Credit Agreement and Second Lien Credit Agreement, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for Travelport and its subsidiaries for which they have received, and will receive, customary fees and expenses.

Shareholders’ Agreement

In connection with the Restructuring, on October 3, 2011, we and our direct and indirect parent companies, entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with the PIK term loan lenders (the “New Shareholders”). Pursuant to the Shareholders’ Agreement, as partial consideration for the Restructuring, the New Shareholders will receive, among other things, their pro rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide Limited (“Worldwide”), the direct parent of Holdings, and, subject to certain conditions, additional equity securities bringing the total equity held by the New Shareholders to 44% of Worldwide.

The Shareholders’ Agreement, among other things: (i) allows the New Shareholders to appoint two directors to our board of directors as well as the board of directors of Holdings and Worldwide subject to certain conditions; (ii) restricts our ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend our organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Worldwide to obtain additional information about us and certain of our parent companies.

The foregoing descriptions of the Fourth Amended and Restated Credit Agreement, the Second Lien Credit Agreement, and the Shareholders’ Agreement do not purport to be complete and are qualified in its entirety by reference to the text of such documents, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1 hereto, respectively, and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 5, 2011, the Compensation Committee of our Board of Directors approved a supplemental bonus program for certain members of our management, including our Named Executive Officers: Jeff Clarke ($401,901); Gordon A. Wilson ($376,923); Eric J. Bock ($139,051); Philip Emery ($125,000); and Lee Golding ($82,211), payable in respect of the fourth quarter of 2011 upon the satisfaction of certain conditions by the Company. A form of the executive supplemental bonus plan was filed as Exhibit 10.25 to our Annual Report on Form 10-K for the year ended December 31, 2010.

In addition, on October 4, 2011, our Board of Directors approved a bonus of $350,000 to be paid to Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer of the Company, in recognition of his contribution to the Restructuring, as well as a bonus of $125,000 to be paid to Mr. Bock in each quarter of 2012, subject to certain conditions.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

Effective October 3, 2011, our Board approved certain amendments to our bye-laws in order to provide for the adoption of the Shareholders’ Agreement in connection with the Restructuring. Our Amended and Restated Bye-Laws reflecting these amendments are filed with this report as Exhibit 3.1. The foregoing description of the Amended and Restated Bye-Laws does not purport to be complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.	Description
3.1	Amended and Restated Bye-Laws of Travelport Limited.
4.1	Shareholders’ Agreement dated as of October 3, 2011, among Travelport Worldwide Limited, Travelport Intermediate Limited, TDS Investor (Cayman) L.P., Travelport Limited and the other shareholder’s party thereto.
10.1	Fourth Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on September 30, 2011, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC, and the other agents and other lenders party thereto.
10.2	Second Lien Credit Agreement, dated as of September 30, 2011, among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, Wells Fargo Bank, National Association, as administrative agent and as collateral agent, and each lender from time to time party thereto.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements based on management’s plans and expectations that are subject to uncertainty. Forward-looking statements are based on current expectations of future events. Travelport Limited cannot assure that any forward-looking statement will be accurate. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual events could vary materially from those anticipated. Investors should understand that it is not possible to predict or identify all such factors and should not consider this to be a complete statement of all potential risks and uncertainties. Travelport Limited assumes no obligation to update any forward-looking statements as a result of future events or developments.

SIGNATURE

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

TRAVELPORT LIMITED
By:	/s/ Rochelle J. Boas
	Rochelle J. Boas
	Senior Vice President and Assistant Secretary

Date: October 6, 2011

TRAVELPORT LIMITED
CURRENT REPORT ON FORM 8-K
Report Dated October 6, 2011 (September 30, 2011)

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Bye-Laws of Travelport Limited.
4.1	Shareholders’ Agreement dated as of October 3, 2011, among Travelport Worldwide Limited, Travelport Intermediate Limited, TDS Investor (Cayman) L.P., Travelport Limited and the other shareholder’s party thereto.
10.1	Fourth Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on September 30, 2011, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC, and the other agents and other lenders party thereto.
10.2	Second Lien Credit Agreement, dated as of September 30, 2011, among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, Wells Fargo Bank, National Association, as administrative agent and as collateral agent, and each lender from time to time party thereto.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
BYE-LAWS
OF
Travelport Limited
Formerly known as
TDS Investor (Bermuda) Ltd.

TABLE OF CONTENTS

INTERPRETATION
1.	Definitions
SHARES
2.	Power to Issue Shares
3.	Power of the Company to Purchase its Shares
4.	Rights Attaching to Shares
5.	Calls on Shares
6.	Prohibition on Financial Assistance
7.	Forfeiture of Shares
8.	Share Certificates
9.	Fractional Shares
REGISTRATION OF SHARES
10.	Register of Members
11.	Registered Holder Absolute Owner
12.	Transfer of Registered Shares
13.	Transmission of Registered Shares
ALTERATION OF SHARE CAPITAL
14.	Power to Alter Capital
15.	Variation of Rights Attaching to Shares
DIVIDENDS AND CAPITALISATION
16.	Dividends
17.	Power to Set Aside Profits
18.	Method of Payment
19.	Capitalisation
MEETINGS OF MEMBERS
20.	Annual General Meetings
21.	Special General Meetings
22.	Requisitioned General Meetings
23.	Notice
24.	Giving Notice
25.	Postponement of General Meeting
26.	Participating in Meetings by Telephone
27.	Quorum at General Meetings
28.	Chairman to Preside
29.	Voting on Resolutions
30.	Power to Demand a Vote on a Poll
31.	Voting by Joint Holders of Shares
32.	Instrument of Proxy
33.	Representation of Corporate Member
34.	Adjournment of General Meeting
35.	Written Resolutions
36.	Directors Attendance at General Meetings
DIRECTORS AND OFFICERS
37.	Election of Directors
38.	Number of Directors
39.	Term of Office of Directors
40.	Alternate Directors
41.	Removal of Directors
42.	Vacancy in the Office of Director
43.	Remuneration of Directors
44.	Defect in Appointment of Director
45.	Directors to Manage Business
46.	Powers of the Board of Directors
47.	Register of Directors and Officers
48.	Officers
49.	Appointment of Officers
50.	Duties of Officers
51.	Remuneration of Officers
52.	Conflicts of Interest
53.	Indemnification and Exculpation of Directors and Officers
MEETINGS OF THE BOARD OF DIRECTORS
54.	Board Meetings
55.	Notice of Board Meetings
56.	Participation in Meetings by Telephone
57.	Quorum at Board Meetings
58.	Board to Continue in the Event of Vacancy
59.	Chairman to Preside
60.	Written Resolutions
61.	Validity of Prior Acts of the Board
CORPORATE RECORDS
62.	Minutes
63.	Place Where Corporate Records Kept
64.	Form and Use of Seal
ACCOUNTS
65.	Books of Account
66.	Financial Year End
AUDITS
67.	Annual Audit
68.	Appointment of Auditor
69.	Remuneration of Auditor
70.	Duties of Auditor
71.	Access to Records
72.	Financial Statements
73.	Distribution of Auditor’s Report
74.	Vacancy in the Office of Auditor
VOLUNTARY WINDING-UP AND DISSOLUTION
75.	Winding-Up
CHANGES TO CONSTITUTION
76.	Changes to Bye-laws
77.	Changes to the Memorandum of Association
78.	Discontinuance

Travelport Limited formerly known as TDS Investor (Bermuda) Ltd. Page 1

INTERPRETATION

1. Definitions

1.1 In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act	the Companies Act 1981 as amended from time to time;
Alternate Director	an alternate director appointed in accordance with these Bye-laws;
Auditor	includes an individual or partnership;
Board	the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
Company	the company for which these Bye-laws are approved and confirmed;
Director	a director of the Company and shall include an Alternate Director;
Member	the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
notice	written notice as further provided in these Bye-laws unless otherwise specifically stated;
Officer	any person appointed by the Board to hold an office in the Company;
Register of Directors and Officers	the register of directors and officers referred to in these Bye-laws;
Register of Members	the register of members referred to in these Bye-laws;
Resident Representative	any person appointed to act as resident representative and includes any deputy or assistant resident representative;
Secretary	the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or

Travelport Limited formerly known as TDS Investor (Bermuda) Ltd. Page 2

	assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and
Shareholders’ Agreement	the shareholders agreement among Travelport Worldwide Limited, Travelport Intermediate Limited, Travelport Holdings Limited, the Company, TDS Investor (Cayman) L.P. and the other parties named therein to be dated on or around October 3, 2011, as such may be amended and restated from time to time.

1.2 In these Bye-laws, where not inconsistent with the context:

(a)	words denoting the plural number include the singular number and vice versa;
(b)	words denoting the masculine gender include the feminine and neuter genders;
(c)	words importing persons include companies, associations or bodies of persons whether corporate or not;
(d)	the words:

(i)	“may” shall be construed as permissive; and
(ii)	“shall” shall be construed as imperative; and

(e) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3	In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
1.4	Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.
1.5	Subject to the Act, in the event of any conflict, inconsistency or discrepancy between these Bye-Laws and the Shareholders’ Agreement, the terms of the Shareholders’ Agreement shall prevail.

SHARES

2. Power to Issue Shares

2.1 Subject to the Shareholders’ Agreement, these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe.

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2.2 Subject to the Shareholders’ Agreement and the provisions of the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

3.	Power of the Company to Purchase its Shares
	The Company may purchase its own shares in accordance with the provisions of the Act on such terms as the Board shall think fit. The Board may exercise all the powers of the Company to purchase all or any part of its own shares in accordance with the Act.
4.	Rights Attaching to Shares
	Subject to any resolution of the Members to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of these Bye-laws:

(a)	be entitled to one vote per share;
(b)	be entitled to such dividends as the Board may from time to time declare;
(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d)	generally be entitled to enjoy all of the rights attaching to shares.

5. Calls on Shares

5.1	The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.
5.2	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
5.3	The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

6.	Prohibition on Financial Assistance
	The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of the acquisition or proposed acquisition by any person of any shares in the Company, but nothing in this Bye-law shall prohibit

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transactions permitted under the Act and subject to any relevant provisions of the Shareholders Agreement.

7. Forfeiture of Shares

7.1 If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call
• (the “Company”)

You have failed to pay the call of [amount of call] made on the [  ] day of [  ], 200[  ], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [  ] day of [  ], 200[  ], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [  ] per annum computed from the said [  ] day of [  ], 200[  ] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [  ] day of [  ], 200[  ]

[Signature of Secretary] By Order of the Board

7.2	If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.
7.3	A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.
7.4	The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

8. Share Certificates

8.1 Every Member shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

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8.2	The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.
8.3	If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

9.

Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

10. Register of Members

10.1

The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.

10.2

The Register of Members shall be open to inspection at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

11.	Registered Holder Absolute Owner
	The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.
12.	Transfer of Registered Shares

12.1 An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares
• (the “Company”)

FOR VALUE RECEIVED                    [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] of shares of the Company.

DATED this [  ] day of [  ], 200[  ]

Signed by:	In the presence of:
Transferor	Witness
Transferee	Witness

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12.2	Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.
12.3	The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
12.4	The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
12.5	The Board may in its absolute discretion and without assigning any reason therefore refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

13. Transmission of Registered Shares

13.1

In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

13.2

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
• (the “Company”)

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I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [  ] day of [  ], 200[  ]

Signed by:	In the presence of:
Transferor	Witness
Transferee	Witness

13.3

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

13.4

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ALTERATION OF SHARE CAPITAL

14. Power to Alter Capital

14.1	The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.
14.2	Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

15.	Variation of Rights Attaching to Shares
	If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the

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Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

16. Dividends

16.1	The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
16.2	The Board may fix any date as the record date for determining the Members entitled to receive any dividend.
16.3	The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
16.4	The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

17.	Power to Set Aside Profits
	The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.
18.	Method of Payment

18.1

Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Member at such Member’s address in the Register of Members, or to such person and to such address as the holder may in writing direct.

18.2

In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

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18.3 The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

19. Capitalisation

19.1	The Board may resolve to capitalise any sum for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.
19.2	The Board may resolve to capitalise any sum for the time being standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid or nil paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution.

MEETINGS OF MEMBERS

20.	Annual General Meetings
	The annual general meeting of the Company shall be held in each year (other than the year of incorporation) at such time and place as the President or the Chairman or any two Directors or any Director and the Secretary or the Board shall appoint.
21.	Special General Meetings
	The President or the Chairman or any two Directors or any Director and the Secretary or the Board may convene a special general meeting of the Company whenever in their judgment such a meeting is necessary.
22.	Requisitioned General Meetings
	The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of the Act shall apply.
23.	Notice

23.1	At least five days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.
23.2	At least five days’ notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

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23.3	The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company.
23.4	A general meeting of the Company shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.
23.5	The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

24. Giving Notice

24.1	A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member’s address in the Register of Members or to such other address given for the purpose. For the purposes of this Bye-law, a notice may be sent by letter mail, courier service, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form.
24.2	Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.
24.3	Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile, electronic mail, or such other method as the case may be.

25.	Postponement of General Meeting
	The Secretary may postpone any general meeting called in accordance with the provisions of these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of these Bye-laws.
26.	Participating in Meetings by Telephone
	Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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27. Quorum at General Meetings

27.1

At any general meeting of the Company two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time.

27.2

If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. If the meeting shall be adjourned to the same day one week later or the Secretary shall determine that the meeting is adjourned to a specific date, time and place, it is not necessary to give notice of the adjourned meeting other than by announcement at the meeting being adjourned. If the Secretary shall determine that the meeting be adjourned to an unspecified date, time or place, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.

28.	Chairman to Preside
	Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, and if not the President, shall act as chairman at all meetings of the Members at which such person is present. In their absence, the Deputy Chairman or Vice President, if present, shall act as chairman and in the absence of all of them a chairman shall be appointed or elected by those present at the meeting and entitled to vote.
29.	Voting on Resolutions

29.1	Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail.
29.2	No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.
29.3	At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand.
29.4	At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairman of the meeting shall rule on whether the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

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29.5 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of that fact.

30. Power to Demand a Vote on a Poll

30.1 Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

(a)	the chairman of such meeting; or
(b)	at least three Members present in person or represented by proxy; or
(c)	any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or
(d)	any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all such shares conferring such right.

30.2	Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
30.3	A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith and a poll demanded on any other question shall be taken in such manner and at such time and place at such meeting as the chairman (or acting chairman) of the meeting may direct and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
30.4	Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman.

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31.	Voting by Joint Holders of Shares
	In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
32.	Instrument of Proxy

32.1 An instrument appointing a proxy shall be in writing or transmitted by electronic mail in substantially the following form or such other form as the chairman of the meeting shall accept:

Proxy
• (the “Company”)

I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on the [  ] day of [  ], 200[  ] and at any adjournment thereof. (Any restrictions on voting to be inserted here.)

Signed this [  ] day of [  ], 200[  ]

                                                            
Member(s)

32.2	The instrument of proxy shall be signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman, by the appointor or by the appointor’s attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman, by a duly authorised officer or attorney.
32.3	A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf.
32.4	The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

33. Representation of Corporate Member

33.1

A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

33.2

Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

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34.	Adjournment of General Meeting
	The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.
35.	Written Resolutions

35.1	Subject to the following, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members who at the date of the resolution would be entitled to attend the meeting and vote on the resolution.
35.2	A resolution in writing may be signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members, or all the Members of the relevant class thereof, in as many counterparts as may be necessary.
35.3	A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
35.4	A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.
35.5	This Bye-law shall not apply to:

(a)	a resolution passed to remove an auditor from office before the expiration of his term of office; or
(b)	a resolution passed for the purpose of removing a Director before the expiration of his term of office.

35.6 For the purposes of this Bye-law, the date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Member to sign and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

36.	Directors Attendance at General Meetings
	The Directors of the Company shall be entitled to receive notice of, attend and be heard at any general meeting.

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DIRECTORS AND OFFICERS

37. Election of Directors

37.1 Subject to the Shareholders’ Agreement:

(a)	the Board of Directors shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose;
(b)	at any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.

38.	Number of Directors
	Subject to the Shareholders’ Agreement, the Board shall consist of not less than two Directors or such number in excess thereof as the Members may determine.
39.	Term of Office of Directors
	Subject to the Shareholders’ Agreement, Directors shall hold office for such term as the Members may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

40. Alternate Directors

40.1	At any general meeting of the Company, the Members entitled to designate or vote for any Director may elect a person or persons to act as a Director in the alternative to any such Director of the Company or may authorise the Board to appoint such Alternate Directors.
40.2	Unless the Members otherwise resolve and subject to the Shareholders’ Agreement, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice in writing deposited with the Secretary. Any person so elected or appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present.
40.3	An Alternate Director shall be entitled to receive notice of all meetings of the Board and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.
40.4	An Alternate Director shall cease to be such if the Director for whom such Alternate Director was appointed ceases for any reason to be a Director but may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy in accordance with these Bye-laws laws and the Shareholders’ Agreement.

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41. Removal of Directors

41.1

Subject to the Shareholders’ Agreement, any provision to the contrary in these Bye-laws, the Members entitled to designate or vote for the election of any Director may, at any special general meeting convened and held in accordance with these Bye-laws, remove such Director provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal.

41.2

Subject to the Shareholders’ Agreement, if a Director is removed from the Board under the provisions of these Bye-laws and the Shareholders Agreement, the Members entitled to designate or elect such Director may fill the vacancy at the meeting at which such Director is removed.

42. Vacancy in the Office of Director

42.1 The office of Director shall be vacated if the Director:

(a)	is removed from office pursuant to these Bye-laws and the Shareholders Agreement or is prohibited from being a Director by law;
(b)	is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;
(c)	is or becomes of unsound mind or dies;
(d)	resigns his office by notice in writing to the Company; or
(e)	in accordance with the terms of the Shareholders’ Agreement.

42.2 Other than the New Shareholders Directors (as such term is defined in the Shareholders’ Agreement), the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed.

43.	Remuneration of Directors
	The remuneration (if any) of the Directors shall be determined by the Company in general meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally.
44.	Defect in Appointment of Director
	All acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the

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appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

45.

Directors to Manage Business

The business of the Company shall be managed and conducted by the Board subject to the provisions of the Shareholders’ Agreement. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Bye-laws, required to be exercised by the Company in general meeting subject, nevertheless, to these Bye-laws, the Shareholders’ Agreement, the provisions of any statute and to such directions as may be prescribed by the Company in general meeting.

46.	Powers of the Board of Directors
	Subject to the Shareholders’ Agreement, the Board may:

(a)	appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b)	exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c)	appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d)	appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(e)	by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s personal seal with the same effect as the affixation of the seal of the Company;
(f)	procure that the Company pays all expenses incurred in promoting and incorporating the Company;

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(g)	delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which, may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board;
(h)	delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i)	present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j)	in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k)	authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

47.	Register of Directors and Officers
	The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.
48.	Officers
	The Officers shall consist of a President and a Vice President or a Chairman and a Deputy Chairman, a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Bye-laws.
49.	Appointment of Officers
	The Board shall, as soon as possible after the statutory meeting of Members and after each annual general meeting, appoint a President and Vice President or a Chairman and Deputy Chairman who shall be Directors. The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.
50.	Duties of Officers
	The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.
51.	Remuneration of Officers
	The Officers shall receive such remuneration as the Board may determine.

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52. Conflicts of Interest

52.1	Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director’s firm, partner or company to act as Auditor to the Company.
52.2	A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.
52.3	Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.

53. Indemnification and Exculpation of Directors and Officers

53.1

The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company, any subsidiary thereof, and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer.

53.2

The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him under the Act in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach

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of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

MEETINGS OF THE BOARD OF DIRECTORS

54.	Board Meetings
	The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Subject to the requirements of the Shareholders’ Agreement, a resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.
55.	Notice of Board Meetings
	A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Subject to the Shareholders’ Agreement, notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (in person or by telephone) or otherwise communicated or sent to such Director by post, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form at such Director’s last known address or any other address given by such Director to the Company for this purpose.
56.	Participation in Meetings by Telephone
	Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
57.	Quorum at Board Meetings
	Subject to the Shareholders’ Agreement, the quorum necessary for the transaction of business at a meeting of the Board shall be two Directors.
58.	Board to Continue in the Event of Vacancy
	Subject to the Shareholders’ Agreement, the Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting of the Company; or (ii) preserving the assets of the Company.
59.	Chairman to Preside
	Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, and if not, the President shall act as chairman at all meetings of the Board at which such person is present. In

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their absence the Deputy Chairman or Vice President, if present, shall act as chairman and in the absence of all of them a chairman shall be appointed or elected by the Directors present at the meeting.

60.	Written Resolutions
	A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution. For the purposes of this Bye-law only, “Director” shall not include an Alternate Director.
61.	Validity of Prior Acts of the Board
	No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

62.	Minutes
	The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)	of all elections and appointments of Officers;
(b)	of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
(c)	of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

63.	Place Where Corporate Records Kept
	Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.
64.	Form and Use of Seal

64.1

The seal of the Company shall be in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.

64.2

The seal of the Company shall not be affixed to any instrument except attested by the signature of (i) a Director and the Secretary; or (ii) any two Directors; or (iii) any person appointed by the Board for that purpose, provided that any Director, Officer or Resident Representative, may affix the seal of the Company attested by such Director, Officer or Resident Representative’s signature to any authenticated copies of these Bye-laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director, Officer or Resident Representative.

Travelport Limited formerly known as TDS Investor (Bermuda) Ltd. Page 22

ACCOUNTS

65. Books of Account

65.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a)	all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b)	all sales and purchases of goods by the Company; and
(c)	all assets and liabilities of the Company.

65.2 Such records of account shall be kept at the registered office of the Company, or subject to the provisions of the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

66.	Financial Year End
	The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year.

AUDITS

67.	Annual Audit
	Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.
68.	Appointment of Auditor

68.1	Subject to the provisions of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company.
68.2	The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

69.	Remuneration of Auditor
	Save in the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine. In the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of the Auditor shall be fixed by the Directors.

Travelport Limited formerly known as TDS Investor (Bermuda) Ltd. Page 23

70. Duties of Auditor

70.1	The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.
70.2	The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

71.	Access to Records
	The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.
72.	Financial Statements
	Subject to any rights to waive laying of accounts pursuant to the provisions of the Act, financial statements as required by the Act shall be laid before the Members in general meeting.
73.	Distribution of Auditor’s Report
	The report of the Auditor shall be submitted to the Members in general meeting.
74.	Vacancy in the Office of Auditor
	The Board may fill any casual vacancy in the office of the auditor.

VOLUNTARY WINDING-UP AND DISSOLUTION

75.

Winding-Up

Subject to the Shareholders’ Agreement, if the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members meeting the requirements of the Shareholders’ Agreement and these Bye-laws, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

Travelport Limited formerly known as TDS Investor (Bermuda) Ltd. Page 24

CHANGES TO CONSTITUTION

76.	Changes to Bye-laws
	No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made save in accordance with the provisions of the Act and the Shareholders’ Agreement and until the same has been approved by a resolution of the Board and by a resolution of the Members in accordance with the Shareholders’ Agreement.
77.	Changes to the Memorandum of Association
	No alteration or amendment to the Memorandum of Association shall be made save in accordance with the provisions of the Act and the Shareholders’ Agreement and until same has been approved by a resolution of the Board and by a resolution of the Members in accordance with the Shareholders’ Agreement.
78.	Discontinuance
	The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.

EX-4.1

Exhibit 4.1

EXECUTION VERSION

SHAREHOLDERS’ AGREEMENT

among

Travelport Worldwide Limited,

Travelport Intermediate Limited,

TDS Investor (Cayman) L.P. and

the other parties named herein

Dated as of October 3, 2011

TABLE OF CONTENTS

1.	EFFECTIVENESS; DEFINITIONS	2
	1.1 Closing	2
	1.2 Definitions	2
2.	CORPORATE GOVERNANCE	2
	2.1 Board of Directors	2
	2.2 Actions Requiring New Shareholder Approval	8
	2.3 Change of Classification	11
	2.4 Issuance of New Equity Shares	11
	2.5 Further Assurances by Shareholders	11
	2.6 Actions in Contravention	12
	2.7 Period	12
3.	TRANSFER RESTRICTIONS	12
	3.1 General Transfer Restrictions	12
	3.2 Prohibited Transfers	12
	3.3 Transfers; Lock-up Restrictions	13
	3.4 Certain Transferees to Become Parties	13
	3.5 Impermissible Transfer	14
	3.6 Notice of Transfer	14
	3.7 Period	14
4.	TAG-ALONG, DRAG-ALONG AND PRE-EMPTIVE RIGHTS; RIGHT OF FIRST OFFER	14
	4.1 Tag Along	14
	4.2 Drag Along	17
	4.3 Additional Tag Along and Drag Along Provisions	18
	4.4 Right of First Offer	21
	4.5 Pre-Emptive Right	22
	4.6 Period	23
5.	COVENANTS	23
	5.1 Information Rights	23
	5.2 Confidentiality	25
	5.3 Suspension of Information Rights	26
	5.4 Travelport Guarantor	26
	5.5 Exit Transactions	26
	5.6 Additional Issuance.	27
	5.7 Additional Covenants of the Parties	27
	5.8 Additional Payment	28
	5.9 Period	28
	5.10 Tax Covenants	28
	5.11 Reimbursement of Expenses	29

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6.	REMEDIES	29
	6.1 Generally	29
7.	LEGENDS	30
	7.1 Restrictive Legend	30
	7.2 Securities Act Legend	30
	7.3 Stop Transfer Instruction	30
	7.4 Termination of the Securities Act Legend	30
8.	AMENDMENT, TERMINATION, ETC.	31
	8.1 Oral Modifications	31
	8.2 Written Modifications	31
	8.3 Effect of Termination	31
9.	REPRESENTATIONS AND WARRANTIES OF THE NEW SHAREHOLDERS	31
	9.1 Qualified Institutional Buyer	31
	9.2 Transfer Restrictions	32
	9.3 Information	32
	9.4 Legends	32
	9.5 No Other Representations	32
	9.6 Transferees	32
	9.7 Reliance	32
	9.8 No Representation	33
	9.9 Execution and Delivery	33
	9.10 Approval, Consent or Authorization	33
	9.11 Valid, Binding and Enforceable	33
10.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPRESENTATIONS AND WARRANTIES OF THE BLACKSTONE PARTIES	34
	10.1 Representations and Warranties of the Company	34
	10.2 Representations and Warranties of the Blackstone Parties	35
11.	DEFINITIONS	36
	11.1 Certain Matters of Construction	36
	11.2 Definitions	37
12.	MISCELLANEOUS	46
	12.1 Survival of Representations; Effect	46
	12.2 Notices	46
	12.3 Binding Effect, Etc.	48
	12.4 Descriptive Heading	49
	12.5 Counterparts	49
	12.6 Severability	49
	12.7 No Third Party Beneficiaries	49

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13.	GOVERNING LAW	49
	13.1 Governing Law	49
	13.2 Consent to Jurisdiction	49
	13.3 WAIVER OF JURY TRIAL	50
	13.4 Exercise of Rights and Remedies	50

Exhibit A — Form of Addendum Agreement
Exhibit B — Form of Registration Rights Agreement
Exhibit C — Company’s Memorandum of Association
Exhibit D — Company’s Bye-laws

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SHAREHOLDERS’ AGREEMENT

OF

TRAVELPORT WORLDWIDE LIMITED

     This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of October 3, 2011 by and among Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), Travelport Intermediate Limited, a Bermuda exempted company (“Intermediate”), Travelport Holdings Limited, Bermuda exempted company (“Travelport Holdings Limited”), Travelport Limited, a Bermuda exempted company and wholly owned subsidiary of the Company (“Travelport Limited”), the parties listed under the heading “New Shareholders” on the signature pages hereto (together with their respective successors and permitted assigns and transferees (other than transferees pursuant to Section 4.1, Section 4.2 and Section 4.4), the “New Shareholders”), the Blackstone Funds, TDS Investor (Cayman), L.P., a Cayman island limited partnership (“TDS”) and others.

RECITALS

     WHEREAS, in connection with the consummation of the restructuring transactions described in the Restructuring Support Agreement (the “Restructuring”), and concurrently with the execution and delivery of this Agreement, the Company is issuing to the New Shareholders the number of common shares with par value US$1.00 per share (“Company Shares”) set forth opposite each New Shareholder’s name on Schedule I hereto (subject to the terms and conditions set forth in this Agreement), which in the aggregate represents 40% of the issued and outstanding share capital of the Company (on a fully diluted basis but excluding the Management Shares) (as such number may increase or decrease as permitted hereunder from time to time, the “New Shares”); and

     WHEREAS, in connection with the Restructuring, the Company has reserved for certain members of management of Travelport Limited and certain of its direct and indirect Subsidiaries, an amount of Company Shares which will represent no more than 5% of the issued and outstanding share capital of the Company on the date hereof (“Management Shares”), to be issued pursuant to an equity incentive plan (the “Company Equity Plan”) to be approved as set forth herein; and

     WHEREAS, as of the date hereof (i) Intermediate and the New Shareholders shall own the Company Shares set forth opposite each of their names on Schedule I, (ii) the Management Shares set forth in Schedule 1 have been authorized and may be issued in future in connection with the equity incentive plan referred to above and (iii) Intermediate and the New Shareholders are the only equity holders of the Company; and

     WHEREAS, the parties hereto desire to establish parameters regarding the composition of the boards of directors of the Company, Travelport Holdings Limited and Travelport Limited, to restrict the direct and indirect sale, assignment, transfer, encumbrance or other disposition of Company Shares, to provide for certain additional covenants and to provide for certain rights and obligations as between themselves in relation to the affairs of the Company and its Subsidiaries as hereinafter provided.

AGREEMENT

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1 Closing. This Agreement shall become effective concurrently with the initial issuance of the New Shares in connection with the closing of the Restructuring (the “Closing”).

1.2 Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 11 hereof.

2. CORPORATE GOVERNANCE.

     2.1 Board of Directors.

     2.1.1 Size of the Board. As of the Closing, the board of directors of the Company (“Company Board”) shall consist of up to nine (9) directors (including the initial New Shareholder Directors), the board of directors of Travelport Holdings Limited (“Holdings Board”) shall consist of up to nine (9) directors (including the initial New Shareholder Directors) and the board of directors of Travelport Limited (“Limited Board”) shall consist of up to nine (9) directors (including the initial New Shareholder Directors), in each case which number may increase or decrease in accordance with this Agreement, the respective Bye-Laws of the Company, Travelport Holdings Limited and Travelport Limited, and applicable law. The size of each of the Company Board, the Holdings Board and the Limited Board shall not exceed nine (9) directors.

     2.1.2 Designation of Directors.

     (a) Subject to Section 2.1.4, upon the Closing, the Lockup Parties shall be entitled to designate two (2) directors (such persons designated, each a “New Shareholder Director” and collectively the “New Shareholder Directors”) (who shall be as set out in a written notice to the Company signed by the New

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Shareholders holdings a majority of the New Shares, subject to the criteria in Section 2.1.4 below), and thereafter, the New Shareholders shall be entitled to continue to designate two (2) directors subject to the terms herein.

     (b) Notwithstanding anything herein to the contrary, in the event that (a) the Company issues Company Shares in accordance with Section 2.4.1, (b) the New Shareholders exercise the tag-along rights provided in Section 4.1 or (c) the New Shareholders Transfer any Company Shares to the First Offer Holder in accordance with Section 4.4, and, in each case, as a result, the collective percentage of Outstanding Company Shares beneficially owned by the New Shareholders is reduced (other than as a result of an issuance in connection with any equity incentive plan or similar arrangement), the New Shareholders’ right to designate New Shareholder Directors shall be adjusted as follows:

               (i) so long as the New Shareholders beneficially own, collectively, at least 20% of the Outstanding Company Shares, the New Shareholders shall be entitled to collectively designate two (2) New Shareholder Directors;

               (ii) so long as the New Shareholders beneficially own, collectively, at least 10% but less than 20% of the Outstanding Company Shares, the New Shareholders shall be entitled to collectively designate one (1) New Shareholder Director; and

               (iii) once the New Shareholders beneficially own, collectively, less than 10% of the Outstanding Company Shares, the New Shareholders shall cease to have the right to designate any New Shareholder Directors.

     (c) If at any time the number of directors entitled to be designated pursuant to this Section 2.1.2 increases or decreases, the Company shall provide written notice to the New Shareholders. Within ten (10) Business Days of the receipt of such notice, the New Shareholders holding a majority of New Shares shall, in the case of increases, provide the Company with the name of the New Shareholder Director (and any additional information the Company may reasonably request to make the determinations provided in Section 2.1.4) to be designated to the Company Board, Holdings Board and Limited Board in accordance with Sections 2.1.4 and 2.1.10. During the pendency of the election or removal of any New Shareholder Director, the Company Board, Holdings Board and the Limited Board shall not be restricted in taking any action provided (i) such action cannot, in the reasonable judgment of the Company Board, the Holdings Board or the Limited Board, as applicable, wait until the designated New Shareholder Director is elected or appointed as a member of the Company Board, the Holdings Board or the Limited Board, as applicable, (ii) the New Shareholders have failed to designate a replacement within twenty (20) days of

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the date of any such vacancy or (iii) if the New Shareholders have the right to designate a second New Shareholder Director, the New Shareholders have failed to designate such second New Shareholder Director within twenty (20) days of the date upon which they acquired such right; provided further, however, the Company Board, Holdings Board and the Limited Board shall not take any action that require the affirmative vote or approval of at least one New Shareholder Director pursuant to the terms of this Agreement during the pendency of the election or removal of any New Shareholder Director except as permitted by clause (d) immediately below.

     (d) The affirmative vote or approval of a New Shareholder Director required in Sections 2.2.4 , 2.4, 4.2.2, and elsewhere in this Agreement (the “Director Approval Requirements”) will be deemed suspended if the New Shareholders (i) cease to have the right to designate at least one director pursuant to this Section 2.1.2 or (ii) fail to nominate an incoming New Shareholder Director under Section 2.1.9 within forty-five (45) days from the removal or replacement of the most recent outgoing New Shareholder Director and there is no New Shareholder Director then seated on the Company Board, Holdings Board or the Limited Board; provided that (x) the Director Approval Requirements will immediately continue in full force and effect upon the election of at least one New Shareholder Director and (y) the Director Approval Requirements shall not be suspended (and none of the Company or any of its Subsidiaries may take any action to which the Director Approval Requirements apply) if the failure to nominate an incoming New Shareholder Director is due to the lack of approval of such director by Intermediate (whether such approval is reasonably withheld or otherwise).

     2.1.3 Term of Directors; Directors’ Expenses. Subject to Sections 2.1.9 and 2.1.10, each New Shareholder Director shall serve an initial term of two (2) years on the Company Board, the Holding Board and the Limited Board, commencing on the date of election or appointment. Subsequent terms shall be for one (1) year. The Company shall promptly reimburse each New Shareholder Director (or each New Shareholder to the extent such New Shareholder incurred such expenses) for any reasonable and documented out-of-pocket expenses incurred in connection with the performance by such New Shareholder Director of his or her duties as a director of the Company, Travelport Holdings Limited and Travelport Limited.

     2.1.4 Director Independence; Approval.

     (a) For so long as (i) the Lockup Parties, together with their respective Affiliates, collectively have voting control of 50% or more of the New Shares then held by all of the New Shareholders and (ii) each Lockup Party, individually or together with its Affiliates have voting control of 75% or more of the New Shares received by it from the Company on the Closing Date, one or both of the New Shareholder Directors designated by the New Shareholders may, upon the

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mutual agreement of the Majority Shareholder and the New Shareholders holdings a majority of the New Shares, be any individual affiliated with any Lockup Party; provided that if any such individual is not so affiliated, then such individual shall meet the criteria for independence set forth in clause 2.1.4(b) below.

     (b) If the ownership thresholds of the Lockup Parties set forth in clause 2.1.4 (a) above are not met or if the Majority Shareholder and the New Shareholders holding a majority of the New Shares do not mutually agree on an individual affiliated with a Lockup Party pursuant to clause 2.1.4(a), then, prior to nomination and throughout his or her term, each New Shareholder Director (or, in the case the New Shareholders elect to designate one director, the New Shareholder Director) must be (i) “independent” under the then effective rules and standards promulgated by the SEC and the NYSE and (ii) not employed by or an Affiliate of any holder of the Company PIK Loans. The designation of each New Shareholder Director shall be subject to the approval of Intermediate, not to be unreasonably withheld or delayed; provided that if Intermediate withholds approval for two consecutive proposed directors, Intermediate shall have ten (10) Business Days to approve any subsequently proposed director for such designation, the approval of whom may only be withheld on the basis of (a) failing to satisfy the “independent” criteria above, (b) reasonable concerns that the proposed director is affiliated with a competitor of the Company or any Subsidiary or any third party known to be in any material unresolved dispute with the Company or any Subsidiary, (c) reasonable concerns that the proposed director may be unable to maintain in confidence the confidential information of the Company such proposed director will receive after being elected or appointed as a director or (d) an adverse material financial impact on the Company and its Subsidiaries resulting from the election of such director. Following such approval, or if Intermediate fails to provide its approval for any such subsequently proposed director within such ten (10) Business Day period (other than for the reasons provided in clauses (a), (b), (c) and (d)), the designated director shall be the New Shareholder Director and shall be nominated for and elected to each of the Company Board, Holdings Board and Limited Board in accordance with the applicable nomination and governance procedures and the provisions in this Section 2.

     2.1.5 Voting of Shareholders. Each Shareholder shall vote or cause to be voted all Company Shares beneficially owned by such Shareholder, from time to time, and shall take all other actions reasonably necessary in its capacity as a Shareholder, to ensure that at each annual or special meeting of Shareholders at which an election of directors is held, or pursuant to any written consent of Shareholders, the New Shareholder Directors (provided the other provisions of this Section 2 are met) and any directors designated by Intermediate are elected to the Company Board.

     2.1.6 Directors of Travelport Holdings Limited and Travelport Limited. The Company, as the sole shareholder of Travelport Holdings Limited, which in turn is the

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sole shareholder of Travelport Limited, shall, to the extent permitted by applicable law, take such actions as are reasonably necessary to implement the actions set forth in this Section 2.1, including without limitation, to (i) elect the New Shareholder Director(s) then serving on the Company Board to the Holdings Board and the Limited Board, (ii) designate at least one (1) New Shareholder Director on any committee of the boards, (iii) fill vacancies of their respective boards and (iv) provide meeting notices for their respective board members, in each case, under the terms and conditions set forth in this Section 2.

     2.1.7 Committees. The Company Board, Holdings Board and Limited Board, may from time to time designate one or more committees, each of which shall have such number of members as is determined from time to time by such board acting in accordance with the applicable nomination and governance procedures; provided that for so long as the New Shareholders are entitled to designate one or more New Shareholder Director(s) under Section 2.1, the parties hereto shall cause, to the extent permitted by applicable law, one (1) New Shareholder Director to be designated to serve as a member of each of such board’s committees (in the event that there is more than one New Shareholder Director, either of the New Shareholder Directors may be designated to any board committee); provided that such New Shareholder Director does not violate any conflict of interest requirements generally applicable to all directors serving on such committees. To the extent that a New Shareholder Director is removed from the Company Board pursuant to Section 2.1.9 or 2.1.10, such New Shareholder Director shall be deemed to have resigned from all committees upon which such New Shareholder Director is serving and shall be deemed to have resigned from the Holdings Board and the Limited Board. Any vacancies on the Company Board, Holdings Board or Limited Board committees created thereby shall be filled in accordance with applicable nomination and governance procedures of such board.

     2.1.8 Notice; Telephonic and Electronic Attendance and Action by Written Consent. Meetings of the Company Board, the Holdings Board or the Limited Board requires valid and adequate notice to each director. Notice of any meeting of the Company Board, Holdings Board or Limited Board will be deemed given if each New Shareholder Director is given customary, timely notice reasonably in advance of such board meeting and each New Shareholder Director was provided (i) a seven-day period in which to schedule a regular board meeting, (ii) a 48-hour period in which to schedule an emergency board meeting or (iii) such shorter time if agreed by such director. Telephonic and electronic attendance at board meetings will be permitted. Any action taken by the Company Board, Holdings Board or Limited Board by written consent, without a meeting, will require unanimous approval of the applicable board. Failure to comply with the provisions of this Section 2.1.8 shall invalidate the proceedings at any such board meeting or action by written consent.

     2.1.9 Removal and Replacement; Vacancies Generally. Subject to Section 2.1.10, Section 42.1(b) and (c) of the Company’s Bye-laws and applicable laws, members of the Board designated by the New Shareholders may be removed (i) by the affirmative vote or written consent of New Shareholders holding a majority of the New Shares held by all New Shareholders then voting on such matter or (ii) by the other members of the

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Board if such individual no longer satisfies the requirements of Section 2.1.4. If, prior to his or her election to the Board, any person is unable or unwilling to serve as a New Shareholder Director, then the New Shareholders shall, subject to the other provisions of this Section 2, be entitled to designate a replacement. If, following election to the Board, any New Shareholder Director resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, subject to the other provisions of this Section 2, the New Shareholders shall be entitled to designate a replacement upon the affirmative vote or written consent of New Shareholders holding a majority of the New Shares held by all New Shareholders then voting on such matter. If the New Shareholders are entitled to designate a person to fill any directorship and the New Shareholders fail to do so, then such directorship shall remain vacant until filled by the New Shareholders in accordance with this Section 2.

     2.1.10 Reduction in the New Shareholders’ Ownership Percentage. To the extent that there is any reduction in the number of New Shareholder Directors that the New Shareholders are entitled to designate under Section 2.1.2, then within ten (10) Business Days thereafter, the Company shall send a written notice to the New Shareholders informing such New Shareholders of the reduction and within five (5) Business Days of the receipt of such notice, the New Shareholders holding a majority of the New Shares then held by all New Shareholders voting in the election of directors shall send to the Secretary of the Company written notice stating the name of the New Shareholder Director(s) to be removed from the Company Board, Holdings Board and Limited Board. Upon receipt of such notice by the Secretary of the Company (or, in the event that the New Shareholders fail to deliver such notice within ten (10) Business Days after receipt of the notice from the Company, such selection of a New Shareholder Director(s) shall be made by the Company by lot), such New Shareholder Director(s) shall be deemed to have resigned from the Company Board, Holdings Board and Limited Board, and the vacancy or vacancies created thereby (and, thereafter, any vacancies created in that particular directorship) shall be filled, if at all, in accordance with applicable nomination and governance procedures of the applicable Board and this Section 2.

     2.1.11 Approval of the Company Equity Plan and Other Equity Plans. The Company will present a proposed Company Equity Plan (which, for the avoidance of doubt, may not provide for issuance of Company Shares or any other equity securities of the Company representing more than 5% of the issued and outstanding share capital of the Company after giving effect to the issuance of the New Shares on the date of the Closing and, if and when any Additional Shares are issued, increased to 5% of the issued and outstanding share capital of the Company on the date of Closing after giving effect to the issuance of the New Shares and such Additional Shares) or any other equity incentive or similar plans that provide for the issuance of equity securities of the Company to the Company Board, which shall be approved by a majority of the directors on the Company Board and in accordance with the other requirements set forth in this Section 2.1.11. For so long as the New Shareholders are entitled to designate two (2) New Shareholder Directors, the Company may not authorize any amendments or modifications of the Company Equity Plan or any other equity incentive or similar plans that provide for the issuance of equity securities of the Company or any of its Subsidiaries without the approval of the Company Board, including the affirmative vote of at least one (1) New

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Shareholder Director then in office, if any such amendments or modifications or new plans would provide for issuance of equity securities of more than 5% of the issued and outstanding share capital of the Company on the date of the Closing after giving effect to the issuance of the New Shares or, in the case of any Subsidiaries of the Company, for issuance of any equity securities of such Subsidiary. For so long as the New Shareholders are entitled to designate only one (1) New Shareholder Director, any authorization of amendments or modifications of the Company Equity Plan or any other equity incentive or similar plans that provide for the issuance of equity securities of the Company or any of its Subsidiaries, including amendments or modifications or new plans providing for the issuance of equity securities of more than 5% of the issued and outstanding share capital of the Company on the date of the Closing may be approved by the Company Board, provided that the affirmative vote of the New Shareholder Director shall be required for any such authorization during the period from the date of Closing until the second anniversary of the Closing.

     2.2 Actions Requiring New Shareholder Approval.

     2.2.1 Requisite Shareholder Approval is required for the following actions by the Company or to the extent specifically provided below, any Subsidiary of the Company (and any Travelport Entity in the case of Section 2.2.1(a)) after the Closing:

     (a) if the New Shareholders, collectively, then have beneficial ownership of 35% or more of the Outstanding Company Shares, entering into a binding agreement (whether written or oral) that is not conditioned upon the receipt of the approval described in this Section 2.2.1(a) for, or effecting, (i) a Change in Control of any Travelport Entity or (ii) an Initial Public Offering of the Company or Travelport Holdings Limited;

     (b) entering into any binding agreement (whether written or oral) providing for, or effecting, any transaction between the Company or any of its Subsidiaries on the one hand, and any Affiliate of the Company, any Travelport Entity or the Majority Shareholder Entity on the other hand, which transaction is less favorable than one reasonably obtainable in a comparable transaction conducted with an unrelated Person on an arm’s length basis, other than (A) any transaction after the Closing pursuant to the terms of any agreement to which the Company is a party or is bound that was entered into prior to the execution of the Restructuring Support Agreement, by and among Travelport Holdings Limited, the Company, TDS and the consenting lenders thereto or executed joinder agreement, by the Lockup Parties and the principal terms of which have been disclosed, at Company’s option, on a confidential basis to the Lockup Parties (or to their counsel) or publicly disclosed, prior to the execution of a restructuring support agreement in respect of the Restructuring; (B) any transaction or series of transactions in which the Company obtains a letter from a nationally recognized independent financial advisor stating that such transaction is fair from a financial

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point of view or that the terms of such transaction are not less favorable than those that would have been obtained in a comparable transaction conducted with an unrelated Person on an arm’s length basis; (C) any transaction or series of transactions approved by the majority of the Company Board (including the affirmative vote of at least one New Shareholder Director); (D) the payment of reasonable and customary fees to and indemnities provided for the benefit of, officers, directors, employees or consultants in the ordinary course of business; (E) equity issuances to, retirements and repurchases of equity from any director, officer, employee or consultant under the terms of any compensation plan approved by the Company Board (which plan, if it provides for the issuance of equity securities, must be approved by the Company Board in accordance with Section 2.1.11); and (F) payments or loans (or cancellation of loans) to employees or consultants in the ordinary course of business and entering into employment agreements, severance arrangements, stock options plans and other similar arrangements with such employees or consultants in the ordinary course of business which agreements, plans or arrangements, if they involve executive officers, have been approved by the Company Board and if entered into, amended or modified after the Closing have been approved in accordance with Section 2.1.11;

     (c) any action by the Company or any of its Subsidiaries that (i) if taken by a corporation formed under the General Corporation Law of the State of Delaware, would require stockholder approval of the Company if it were a Delaware corporation (unless otherwise agreed in this Agreement), and (ii) would disproportionately and adversely affect the New Shareholders in their capacity as Shareholders and not creditors;

     (d) the authorization or issuance of any new equity securities of any Subsidiary of the Company, unless such new equity securities are issued (i) (other than to the Majority Shareholder or an Affiliate thereof) for fair market value, determined in the good faith judgment of the Company Board, (ii) to the existing immediate parent company of the entity issuing such securities or (iii) in connection with a management incentive plan approved by the Company Board in accordance with Section 2.1.11;

     (e) any reclassification of the Company Shares or any other outstanding securities of the Company that would disproportionately and adversely affect the New Shareholders in their capacity as Shareholders and not creditors;

     (f) any repurchase, redemption, dividend or distribution in respect of any Company Shares that is not made on a pro rata basis (excluding any repurchases or redemptions of Shares upon termination of service with the Company or any net settlement upon vesting of Shares, in each case in the

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ordinary course of business pursuant to agreements with officers, directors and employees); and

     (g) any amendment of the organizational documents of the Company or any of its Subsidiaries in a manner that would have a disproportionate and adverse effect on the New Shareholders in their capacity as Shareholders and not creditors, or that would directly or indirectly modify or impair any of the approval rights set forth herein.

     2.2.2 The approval rights set out in Sections 2.2.1(b) — (g) above will cease to apply if (x) the New Shareholders, collectively, have beneficial ownership of less than 5% of the Outstanding Company Shares and (y) either of the Lockup Parties has Transferred any of the Company Shares received by it from the Company on the Closing Date.

     2.2.3 In the case of clauses (i) and (ii) in the definition of Requisite Shareholder Approval, the Company shall provide the New Shareholders with proper notice of any meeting or action by written consent to be taken in connection with such matter in accordance with the Company’s Bye-laws; provided that if such matter involves material non-public information, the Company shall provide each New Shareholder the opportunity to acknowledge and affirm its confidentiality obligations (or decline to make such affirmation and reject receipt of the material non-public information) within a reasonable period in advance of such meeting or action by written consent. In each case, New Shareholders shall have at least 10 Business Days (or fifteen (15) Business Days in the case of clause (ii) in the definition of Requisite Shareholder Approval) from the date they received the notice of meeting or equivalent documentation to cast their vote and such vote may be cast by proxy, email or in writing.

     2.2.4 Notwithstanding anything to the contrary herein, if the Requisite Shareholder Approval required under Section 2.2.1(a) is not obtained for any such transaction and (i) the Lockup Parties, together with their respective Affiliates, collectively have voting control of 50% or less of the New Shares then held by all of the New Shareholders, or (ii) each Lockup Party, individually or together with its Affiliates, have voting control of less than 75% of the New Shares received by it from the Company on the Closing Date, then, if

     (a) the Company Board voted to approve such transaction with the affirmative vote of at least one New Shareholder Director (and no New Shareholder Director rejects such transaction), the applicable Majority Shareholders or Travelport Entity may proceed with such transaction provided that (x) the applicable Majority Shareholders or Travelport Entity shall first give effect to the tag-along rights described in Section 4.1 to those New Shareholders who approved such transaction, and (y) the applicable Majority Shareholders or

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Travelport Entity shall not be entitled to exercise their drag-along rights described in Section 4.2 with respect to such transaction, or

     (b) the Company Board approves such transaction but at least one New Shareholder Director votes against such transaction, then the applicable Majority Shareholders or Travelport Entity may proceed with such transaction provided that (x) the applicable Majority Shareholders or Travelport Entity shall first give effect to the tag-along rights described in Section 4.1, and (y) the applicable Majority Shareholders or Travelport Entity shall not be entitled to exercise their drag-along rights described in Section 4.2 with respect to such transaction.

Any tag-along rights pursuant to Section 4.1 exercised in accordance with Section 2.2.4(a) or (b) above shall be exercised on the same ballot on which New Shareholders vote in connection with obtaining the Requisite Shareholder Approval in connection with the proposed transaction.

     2.2.5 Notwithstanding anything to the contrary herein and for avoidance of doubt, in no event shall any Shares held directly or indirectly by any Blackstone Party or any Person Controlling a Blackstone Party or any of their respective Affiliates or any of their respective transferees be included in determining the Requisite Shareholder Approval for purposes of this Section 2.2.

     2.3 Change of Classification. The approval of the holders of at least 75% of the New Shares then held by all of the New Shareholders and the approval of the Lockup Parties will be required to change (a) the classification of the Company as a corporation under the Code or (b) the classification of any Subsidiary of the Company under the Code in any way that would result in a person other than the Company to be treated as the issuer of the Company PIK Loans and the Second Lien Opco Term Loan for U.S. federal income tax purposes.

     2.4 Issuance of New Equity Shares. Except as set forth in Section 5.6, the Company shall not issue any new Shares (other than in connection with any equity incentive plan or similar arrangement approved by the Company Board in accordance with Section 2.1.11) unless (i) such Shares are issued for fair market value, determined in the good faith judgment of the Company Board after obtaining a valuation from a nationally recognized independent financial expert, (ii) at least one (1) New Shareholder Director shall have voted in favor of such issuance and (iii) any such Share issuances made in one (1) or a series of transactions would not result in the Majority Shareholder no longer directly or indirectly owning or having voting control of the majority of the issued and Outstanding Company Shares.

     2.5 Further Assurances by Shareholders.

     2.5.1 Further Assurances. Each Shareholder and each of the Blackstone Parties hereby agrees to take, at any time and from time to time, all actions necessary or

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desirable (including, without limitation, attendance at meetings in person or by proxy for the purposes of achieving a quorum and voting such Shareholder’s Shares or execution of a written consent in lieu of attending a meeting) to accomplish the provisions of Section 2, and the Company agrees to take, at any time and from time to time, all actions necessary or desirable within its control (including, without limitation, calling special board and shareholder meetings) to enable the provisions of Section 2 to be accomplished.

     2.5.2 Approved Transactions. With respect to any transaction (i) that requires and has received the Requisite Shareholder Approval under Sections 2.2 or 4.2 or (ii) which is not subject to clause (i) and is approved by Intermediate, each New Shareholder agrees to cast all votes to which such New Shareholder is entitled in respect of the Shares to approve, effect, or implement such approved transaction and will not pursue any dissenter’s or appraisal rights.

2.6 Actions in Contravention. Subject to applicable laws, none of the Company, its Subsidiaries, the Majority Shareholder Entity or any Blackstone Party (to the extent referred to in this Section 2) will take, cause to be taken or otherwise give effect to any action by any Shareholder or any other Person which is in contravention or is reasonably expected to result in any violation of this Section 2.

2.7 Period. Section 2 shall expire upon the earlier of the consummation of (i) a Travelport Entity Sale or (ii) an Initial Public Offering of any Travelport Entity, in each case provided that the Majority Shareholder and the Company have complied with Section 5.5.

3. TRANSFER RESTRICTIONS.

3.1 General Transfer Restrictions. Each Shareholder understands and agrees that the Shares held by such Shareholder on the date hereof have not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. No Shareholder shall Transfer such Shareholder’s Shares (or solicit any offers in respect of any Transfer of such Shares), except in compliance with the Securities Act, any applicable state or foreign securities laws, the Company’s Bye-laws and any restrictions on Transfer contained in this Agreement or any other agreements or instruments pursuant to which such Shares were issued.

3.2 Prohibited Transfers. Until the expiration of the provisions in this Section 3, without prior written approval of Intermediate, no Shareholder shall Transfer such Shareholder’s Shares:

     (a) if such Transfer would cause the total number of New Shareholders to exceed 250, as determined under Section 12(g) of the Exchange Act, or would require registration of such Transfer, of the Company or any class of securities of the Company under any U.S. or foreign securities laws; or

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     (b) in a manner that would violate any regulatory restrictions applicable to the Company, including requirements of the Bermuda Monetary Authority; or

     (c) in violation of the provisions of Section 3 or 4;

     (d) in the case of the New Shareholders only, to a Strategic Investor, unless such Strategic Investor already owns Shares at the time of such Transfer.

3.3 Transfers; Lock-up Restrictions. Subject to Sections 2.1.1, 3.1, 3.2, 4.1, 4.2, 4.3 and 4.4, the Shareholders may at any time Transfer any Shares or other equity interests of the Company; provided that, for a period of ninety (90) days following the date of this Agreement, neither Lockup Party nor, subject to the exception in the last sentence of this Section 3.3, any Affiliate of a Lockup Party, shall Transfer any New Shares held by it and over which such Lockup Party or Affiliate has (i) either (A) sole legal and beneficial ownership or (B) has investment or voting discretion, together with the power and authority to bind the beneficial owner(s) of such New Shares to the terms of this Section 3.3 and (ii) full power and authority to act (including voting and consenting to matters concerning such New Shares) and to dispose of, exchange, assign and transfer such New Shares. Notwithstanding the foregoing, the proviso in the first sentence of this Section 3.3 shall not apply to (i) any Transfer of New Shares at any time by any Person who is not a Lockup Party who receives such New Shares as a result of its participation in certain swap contracts and who were previously identified to the Company as such, as required by Section 5.a of the Restructuring Support Agreement or (ii) any Transfer of New Shares to the Majority Shareholder or a Travelport Entity.

3.4 Certain Transferees to Become Parties. Any transferee (other than the Company or Intermediate or any of its Affiliates or a transferee who receives New Shares pursuant to Section 4.1) receiving Shares in a Transfer by a New Shareholder, shall become a New Shareholder, party to this Agreement and bound by the terms and conditions of this Agreement to the same extent, and in the same capacity, as the transferor. Prior to the Transfer of any Shares by a Shareholder to any transferee (including pursuant to Section 4.1), and as a condition thereto, each of Intermediate or the New Shareholder effecting such Transfer shall (x) cause such transferee to execute and deliver to the Company, Intermediate and each other New Shareholder (holding more than 5% of the Outstanding Company Shares together with its Affiliates) an Addendum Agreement in the form attached hereto as Exhibit A, (y) if reasonably requested by the Company, deliver an opinion of counsel in form and substance satisfactory to the Company to the effect that registration is not required under the Securities Act. Each Blackstone Party agrees and covenants that prior to the Transfer by such Blackstone Party of any equity interest in any Travelport Entity to any transferee, and as a condition thereto, such Blackstone Party shall cause such transferee to execute and deliver to the Company, Intermediate and each other Shareholder an Addendum Agreement in the form attached hereto as Exhibit A and shall cause such transferee to agree to be bound by the same obligations of such

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Blackstone Party under this Agreement and, when executed, the Registration Rights Agreement. If after the date hereof an entity is formed such that if such entity was in existence on the date hereof, it would be encompassed in the definition of Majority Shareholder hereunder, the Blackstone Parties will cause such entity to execute and deliver to the Company, Intermediate and each other Shareholder an Addendum Agreement and such entity shall be included in the definition of Majority Shareholder hereunder.

3.5 Impermissible Transfer. Subject to applicable law, any attempted Transfer of Shares or equity interests not permitted under the terms of this Section 3 or not in compliance with any of the requirements of this Section 3 or Section 4 shall be null and void ab initio, and the Company shall not in any way give effect to any such impermissible Transfer.

3.6 Notice of Transfer. In addition to any other notice requirements included herein, if any New Shareholder proposes to Transfer any Shares, the New Shareholder shall furnish a written notice (which notice may be the same notice as the Sale Notice, if any, delivered pursuant to Section 4.4) to the Company. Such notice shall set forth (a) the number of Shares to be Transferred and (b) the name and address of the prospective buyer. To the extent that any New Shareholder shall Transfer any Shares in compliance with the terms of this Agreement, such New Shareholder shall, within five (5) Business Days following consummation of such Transfer, deliver notice thereof to the Secretary of the Company, who shall cause such Transfer to be reflected on Company’s register of members immediately.

3.7 Period. Each of the foregoing provisions of this Section 3 shall expire upon the earlier of the consummation of (i) a Travelport Entity Sale and (ii) an Initial Public Offering of any Travelport Entity; in each case provided that the Majority Shareholder and the Company have complied with Section 5.5.

4. TAG-ALONG, DRAG-ALONG AND PRE-EMPTIVE RIGHTS; RIGHT OF FIRST OFFER.

4.1 Tag Along. Subject to any required Requisite Shareholder Approval under Section 2.2, if any Prospective Selling Shareholder proposes to Sell, directly or indirectly, any Shares of the Travelport Entities to any Prospective Buyer (other than a Transfer to an Affiliate so long as such transferee remains an Affiliate of such Prospective Selling Shareholder and have complied with the terms of Section 3.4):

     4.1.1 Notice. The Prospective Selling Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each New Shareholder (each such New Shareholder, a “Tag Along Holder”). The Tag Along Notice shall include:

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     (a) the principal terms and conditions of the proposed Sale, including (i) the number of Shares to be purchased from the Prospective Selling Shareholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares to be purchased from the Prospective Selling Shareholder by the total number of Shares held by the Prospective Selling Shareholder (the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Shareholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

     (b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.3.3), with respect to each Share Sold, as the Prospective Selling Shareholder shall Sell each of its Shares. For purposes of calculating each Selling Shareholder’s Tag Along Sale Percentage, but not for purposes of determining whether there has been a Change in Control and subject to Section 4.3.3, (i) all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised and (ii) in the event the Prospective Selling Shareholder proposes to sell shares in an entity other than the Company, appropriate adjustments shall be made in the application of the provisions in this Section 4.1 in accordance with Section 4.3.3(b).

     4.1.2 Exercise. Within ten (10) Business Days after the date of delivery of the Tag Along Notice (such date, the “Tag Along Deadline”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Shareholder and any other Shareholder of the Company entitled to participate in the proposed Transfer, collectively, the “Tag Along Sellers”) shall have the right, but not the obligation, to deliver a written notice (the “Tag Along Offer”) to the Prospective Selling Shareholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1(b)). New Shares Transferred by Tag Along Sellers will cease to be New Shares for the purpose of this Agreement. Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including compliance with the Tag Along Deadline, shall be deemed to have waived all of such Tag Along Holder’s rights to participate in such Sale, and the Prospective Selling Shareholder shall thereafter be free to Sell, within 120 days after the delivery of the Tag-Along Notice, to the Prospective Buyer, at a purchase price no greater than the purchase price set forth in the Tag Along Notice and on other terms and conditions which, collectively, are not more favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder(s) pursuant to this Section 4.1. If such Sale is

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not consummated within such 120-day period, the Prospective Selling Shareholder may not sell any Shares without first complying with the provisions of this Section 4.1.

     4.1.3 Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.3), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be less favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within five (5) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

     4.1.4 Reduction of Shares Sold. The Prospective Selling Shareholder shall include in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer) subject to reduction as set forth in this Section 4.1.4. In the event the Prospective Selling Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

     (a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling Shareholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

     (b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount of such excess, or in such manner as the Tag Along Sellers may otherwise agree; provided, that the collective pro rata share of the Participating Sellers’ participation in such sale shall not exceed the Participating Sellers’ collective Pro Rata Portion.

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     4.1.5 Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be more favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the Tag Along Deadline shall be five (5) Business Days. The Prospective Selling Shareholder and the Tag Along Seller shall sell to the applicable Prospective Buyer the Shares proposed to be transferred by them in accordance with this Section 4.1, at the time and place provided for the closing in the Tag Along Notice, or at such other time and place as the Prospective Selling Shareholder and the Tag Along Sellers, and the applicable Prospective Buyer shall agree. As a condition to the consummation of such Sale, the Prospective Buyer shall comply with Section 3.5.

     4.1.6 Tag Along Exception. For the avoidance of doubt and notwithstanding anything to the contrary provided herein, a proposed Sale by any New Shareholder shall not trigger any tag-along rights provided under this Section 4.1.

4.2 Drag Along. Subject to any required Requisite Shareholder Approval under Section 2.2, with respect to any Change in Control, each New Shareholder hereby agrees, if requested by the Prospective Selling Shareholders, to Sell the same percentage (the “Drag Along Sale Percentage”) of the Shares then held by the Prospective Selling Shareholders (or, if the Prospective Selling Shareholder is not Intermediate, the same percentage of the total equity value of the Company then held by the Prospective Selling Shareholders) that is proposed to be sold by the Prospective Selling Shareholders to a Prospective Buyer (provided that such Prospective Buyer is not an Affiliate of the Majority Shareholder) in such Change in Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2. For purposes of calculating each Participating Seller’s Drag Along Percentage, but not for purposes of determining whether there has been a Change in Control and subject to Section 4.3.3, (i) all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised and (ii) in the event the Prospective Selling Shareholder proposes to sell shares in an entity other than the Company, appropriate adjustments shall be made in the application of the provisions in this Section 4.2 in accordance with Section 4.3.3(b). All Shares to be Sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change in Control.

     4.2.1 Exercise. If the Prospective Selling Shareholders wish to exercise the drag-along rights contained in this Section 4.2, then the Prospective Selling Shareholders shall deliver a written notice (the “Drag Along Notice”) to each other Shareholder at least ten (10) Business Days prior to the consummation of the Change in Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed

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Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Shareholders, (b) the Drag Along Sale Percentage for each class, (c) the consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Shareholders consummate the proposed Sale to which reference is made in the Drag Along Notice, each other Shareholder (each, a “Participating Seller”, and, together with the Prospective Selling Shareholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such Drag Along Seller’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.2.2 and Section 4.3.3) as the Prospective Selling Shareholders shall Sell each Share in the Sale (subject to Section 4.2.2 and Section 4.3.3); and (ii) except as provided in Section 4.2.2 and Section 4.3.3, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Shareholders for the corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). Subject to Section 4.2.3, if any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers to the extent reasonably practicable. If at the end of the 270th day after the date of delivery of the Drag Along Notice the Prospective Selling Shareholders have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

     4.2.2 Drag Along Seller Exclusion4.2.3. For the avoidance of doubt and notwithstanding Section 4.2.1, the requirement that Drag Along Sellers Sell on the same terms and conditions as the Prospective Selling Shareholders shall not apply to any provisions providing any payment of customary and bona fide advisory fees paid to certain shareholders or their Affiliates for actual services rendered pursuant to (i) an agreement entered into by such shareholder and the Company which received Requisite Shareholder Approval or (ii) an agreement entered into by such shareholder and a Majority Shareholder Entity which agreement has been approved by Company Board (including at least one New Shareholder Director).

4.3 Additional Tag Along and Drag Along Provisions. The following provisions shall be applied to any proposed Sale to which Section 4.1 or 4.2 applies:

     4.3.1 Further Assurances. The Company and each Participating Seller shall take or cause to be taken all such actions as may be reasonably necessary or reasonably desirable in order to expeditiously consummate each Sale pursuant to Section 4.1 or Section 4.2 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other reasonably necessary documents or instruments; furnishing information and copies of relevant documents; filing applications,

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reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the reasonable requests of the Prospective Selling Shareholder(s) and the Prospective Buyer; provided, however, that (x) Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence and (y) in no event shall any Participating Seller or any of its Affiliates have any non-competition, non-solicitation or similar obligations. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Shareholder(s) to which such Prospective Selling Shareholder(s) will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the absence of any Adverse Claim with respect to such Shares and the non-contravention of other agreements and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent (but with respect to its own Shares) as the Prospective Selling Shareholder(s), and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Shareholder(s) in connection with such Sale and (ii) the proceeds to such Participating Seller in connection with such Sale.

     4.3.2 Sale Process. Intermediate, in the case of the Company, or the Prospective Selling Shareholder, in the case of any other Travelport Entity, shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale in Sections 4.1 or 4.2 and the terms and conditions thereof. None of the Company, Intermediate, the Prospective Selling Shareholder or any Affiliate of such Persons shall have any liability to any New Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale.

     4.3.3 Treatment of Options, Warrants and Convertible Securities; Treatment of Shares in Sales of Travelport Entities.

     (a) If any Participating Seller shall Sell any Options, Warrants or Convertible Securities that are exercisable, convertible or exchangeable in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Shareholder(s) in such Sale for the number of Outstanding Company Shares that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants

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or Convertible Securities, in each case, subject to reduction for any tax or other amounts required to be withheld under applicable law.

     (b) In a transaction where the Prospective Selling Shareholder is Selling Shares in a Travelport Entity other than the Company, appropriate adjustments shall be made in the application of the provisions of Sections 4.1 and 4.2 such that the Participating Sellers shall receive in exchange for their Shares the proportionate value of their Shares to be Sold in relation to the value of the Shares Sold by the Prospective Selling Shareholder in the other Travelport Entity. If such Travelport Entity owns property or assets other than a direct or indirect interest in the Company, the value of the Shares to be Sold by the Participating Sellers will be determined by obtaining a valuation of such property or assets from two nationally recognized separate and independent financial experts, one selected by the Majority Shareholder (at its sole expense) and the other selected by one of the New Shareholder Directors (at the sole expense of the Participating Sellers). If the price to be paid to the Participating Sellers, as determined by such financial experts, differs by less than 10% the average of the two prices shall be used. If the price to be paid to the Participating Sellers, as determined by such financial experts, differs by more than 10%, a third nationally recognized and independent financial expert will be selected the two previously selected financial experts and the purchase price paid to the Participating Sellers shall be that purchase price determined by one of the initial two financial experts that is closest to the price per Share determined by the third financial expert. All expenses incurred by Participating Sellers shall be borne by each such Participating Seller individually, provided that the financial expert expense shall be shared proportionately among the Participating Sellers. The expense of the third financial expert shall be borne by the party responsible for the initial financial expert whose purchase price is furthest from the purchase price determined by the third financial expert.

     4.3.4 Closing. The closing of a Sale to which Section 4.1 or 4.2 applies shall take place (i) on the proposed Transfer date, if any, specified in the Tag Along Notice or Drag Along Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Drag Along Notice, at such time as the Prospective Selling Shareholders shall specify by notice to each Participating Seller, and (iii) at such place as the Prospective Selling Shareholder(s) shall specify by notice to each Participating Seller. At the closing of such Sale, each Participating Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, if any, with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances (other than any arising as a result of the terms of this Agreement), with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration, if applicable.

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4.4 Right of First Offer. If any New Shareholder proposes to Sell any Shares (other than to its Affiliates, the Majority Shareholder, a Travelport Entity or another Shareholder or Affiliate thereof) owned by such Shareholder:

     4.4.1 Notice. The New Shareholder shall furnish a written notice of such proposed Sale (a “Sale Notice”) to Intermediate (including a designated Affiliate thereof, the “First Offer Holder”) not less than ten (10) Business Days prior to any such proposed Transfer. The Sale Notice shall include:

     (a) (i) the number of Shares proposed to be sold by the New Shareholder (the “Subject Shares”) and (ii) the proposed Transfer date, if known; and

     (b) an invitation to the First Offer Holder to make an offer to purchase any number of the Subject Shares at a price to be proposed by the First Offer Holder.

     4.4.2 Exercise. Within ten (10) Business Days after the date of delivery of the Sale Notice (the “First Offer Deadline”), the First Offer Holder may make an offer to purchase all, but not less than all, of the Subject Shares by furnishing a written notice (the “First Offer Notice”) specifying the price per Subject Share. The purchase of the Subject Shares pursuant to the First Offer Notice shall not be subject to any financing or similar contingency. The receipt of consideration by any New Shareholder selling Shares in payment for the transfer of such Shares pursuant to this Section 4.4.2 shall be deemed a representation and warranty by such New Shareholder that: (i) such New Shareholder has full right, title and interest in and to such Shares; (ii) such New Shareholder has all necessary power and authority and has taken all necessary actions to sell such Shares as contemplated by this Section 4.4.2; and (iii) such Shares are free and clear of any and all liens or encumbrances except pursuant to this Agreement.

     4.4.3 Irrevocable Offer. The offer of each First Offer Holder contained in a First Offer Notice shall be irrevocable, and, to the extent such offer is accepted, such First Offer Holder shall be bound and obligated to purchase the number of Subject Shares set forth in such First Offer Holder’s First Offer Notice. If at the end of the 30 days after the date of delivery of the Sale Notice, the New Shareholder and First Offer Holder have not completed the Sale of the Subject Shares, the First Offer Holder shall be released from such holder’s obligations under such holder’s irrevocable offer, and the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.4 separately complied with, in order to consummate a Transfer of such Subject Shares.

     4.4.4 Acceptance of Offers. Within ten (10) Business Days after the First Offer Deadline, the New Shareholder shall inform the First Offer Holder, by written notice (the “Acceptance Notice”), of whether or not the New Shareholder will accept the offer of the First Offer Holder. In the event the New Shareholder fails to furnish the Acceptance Notice within the specified time period, the New Shareholder shall be deemed to have

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decided not to Sell the Subject Shares to the First Offer Holder or to a Prospective Buyer. If the New Shareholder decides not to Sell the Subject Shares to the First Offer Holder, the First Offer Holder shall be released from such holder’s obligations under such holder’s irrevocable offer. If the New Shareholder decides to Sell the Subject Shares to a Prospective Buyer other than the First Offer Holder, (a) the price must exceed the price specified in the First Offer Notice by two percent (2%) and (b) the Sale must be completed within thirty (30) days of receipt of the First Offer Notice. If the New Shareholders decide to Sell the Subject Shares pursuant to this Section 4.4.4 at a price greater than the price in the First Offer Notice by less than two percent (2%), the New Shareholders must offer the Subject Shares to the First Offer Holder at such price. If the First Offer Holder accepts such offer within ten (10) Business Days, then Section 4.4.3 shall apply as though such price were included in the First Offer Notice. If the First Offer Holder does not accept such offer within ten (10) Business Days, the New Shareholders shall be free to Sell the Subject Shares at such price and such Sale must be completed within thirty (30) days. If no Sale is completed with the time period specified in the prior sentence, no offer or Sale by a New Shareholder may be completed without again complying with the terms of this Section 4.4.

4.5 Pre-Emptive Right.

     4.5.1 Notice. Subject to Section 2.4 and other than pursuant to Section 5.6, if at any time after the date hereof, the Company proposes to offer and Sell any New Securities (other than pursuant to an equity incentive plan approved by the Company Board in accordance with Section 2.1.11, an Initial Public Offering, in connection with the Company’s acquisition of another business or a strategic investment, in each case that has been approved by the Company Board and with respect to a strategic investment, received the affirmative vote of a New Shareholder Director), the Company shall give written notice (“New Issue Offer Notice”) to each Shareholder:

     (a) setting forth in reasonable detail (i) the terms and provisions of the proposed Sale of the New Securities; (ii) the price and other terms of the proposed Sale of such New Securities; and (iii) the number of such New Securities to be offered; and

     (b) offering to each such Shareholder the right to purchase up to that number of New Securities as shall equal (i) the number of New Securities proposed to be sold by the Company multiplied by (ii) a fraction, the numerator of which is (x) the number of Company Shares then owned by such Shareholder, and (y) the denominator of which is the total number of Outstanding Company Shares.

     4.5.2 Exercise. In order to exercise its purchase rights under this Section 4.5, such Shareholder must, within ten (10) Business Days after receipt of the New Issue Offer Notice, provide written notice to the Company stating the number of New Securities such Shareholder wishes to purchase. If all of the New Securities offered to the Shareholders are not fully subscribed by such Shareholders, the remaining New

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Securities will be reoffered to the Shareholders purchasing their full allotment upon the terms set forth in this Section 4.5, until all such New Securities are fully subscribed or until all such Shareholders have subscribed for all such New Securities which they desire to purchase. In order to exercise its purchase rights under this Section 4.5, Shareholders must, within five (5) Business Days after receipt of such reoffers, exercise their purchase rights in writing. To the extent that the Company offers two or more securities in units, such Shareholders must purchase such units as a whole and will not have the right to purchase only one of the securities making up such unit.

     4.5.3 Expiration. Upon the expiration of the offering periods described above, the Company will be free to Sell such New Securities that the Shareholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any New Securities offered or sold by the Company after such ninety (90) day period must be reoffered to such Shareholders pursuant to this Section 4.5.

     4.5.4 Election. The election by such a Shareholder not to exercise its preemptive rights under this Section 4.5 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed offer.

4.6 Period. Each of the foregoing provisions of this Section 4 shall expire upon the earlier of the consummation of (i) a Travelport Entity Sale and (ii) an Initial Public Offering of any Travelport Entity; in each case provided that the Majority Shareholder and the Company have complied with Section 5.5.

5. COVENANTS.

     5.1 Information Rights.

     5.1.1 Information Rights. Subject to the Shareholder’s confidentiality obligations set forth in Section 5.2, New Shareholders shall be entitled to receive from the Company all information regarding Travelport Limited filed with the SEC or otherwise publicly available (or, if Travelport Limited ceases to file with the SEC, information it would have filed with the SEC had it continued to so file); provided that each New Shareholder that, together with its Affiliates, beneficially own at least 2% of the Outstanding Company Shares shall be entitled to request additional information set forth in Section 5.1.2 below.

     5.1.2 Additional Information Rights. Subject to the Shareholder’s confidentiality obligations set forth in Section 5.2 and except for information protected by attorney-client privilege, the Company shall furnish, or cause to be furnished, the following to each New Shareholder that, together with its Affiliates, beneficially owns (i) at least 5% of the Outstanding Company Shares or (ii) at least 2% of the Outstanding Company Shares and so requests such information pursuant to Section 5.1.1:

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     (a) Such New Shareholder the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect the books and records of the Company and its Subsidiaries at their respective registered offices at such times as such New Shareholder shall reasonably request, but no more frequently than quarterly;

     (b) As soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters, an unaudited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such quarter, and an unaudited related income statement, and statement of cash flows for such quarter;

     (c) As soon as available and in any event within one hundred and five (105) days after the end of each fiscal year, (i) an audited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such fiscal year and the related income statement, statement of shareholders equity and statement of cash flows for such fiscal year; and

     (d) Promptly after the occurrence of any material event which if the Company or any of its Subsidiaries were a reporting company under the U.S. Securities Exchange Act of 1934, as amended, it would be required to file with the SEC a report on Form 8-K with respect to, notice of such event together with a summary describing the nature of such event. The Company and its Subsidiaries shall satisfy their respective obligations under this Section 5.1.2(d) if a Form 8-K containing such information is furnished by Travelport Limited to the SEC,

provided, in each case, furnishing such information to the applicable New Shareholder does not waive any attorney-client privilege held by the Company with respect to such information. Any information received by a New Shareholder, as such, shall be governed by the provisions of this Agreement. Any information received by a New Shareholder as a creditor under the Company PIK Loans or otherwise shall be governed by the provisions of the applicable Credit Agreement and related documents.

     With respect to Section 5.1.1 above and this Section 5.1.2, the information relating to the applicable Travelport Entities will be deemed to be delivered to the New Shareholders if such information is filed with the SEC or, at the Company’s option, posted on a secure website or delivered via email or regular mail to the New Shareholders.

     5.1.3 Information Regarding Restricted Payment Capacity. The Company agrees that once every twelve (12) months commencing on the first anniversary of the Closing, it will allow and aid the New Shareholder Director(s) to review in good faith the restricted payment capacity of Travelport Limited, as set forth in Section 4.07 of the Senior Indenture of TDS Investor Corporation, dated August 23, 2006, Section 4.07 of

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the Senior Subordinated Indenture of TDS Investor Corporation, dated August 23, 2006 and Section 4.07 of the Indenture of Travelport LLC and Travelport Inc., dated August 18, 2010. The Company further agrees that based on the findings of such review, which shall take into account the solvency of each relevant entity, it will use commercially reasonable efforts to cause Travelport Limited to utilize any such availability to distribute any such funds to the Company to be used to repurchase outstanding Company PIK Loans, pro rata, subject to the fiduciary duties of the directors of the Company and its Subsidiaries and any existing contractual obligations, including, but not limited to, obligations under the Credit Agreement.

5.2 Confidentiality. No Shareholder (other than Intermediate) shall be entitled to obtain any information relating to the Company or its Affiliates or Subsidiaries except as expressly provided in this Agreement or in another written agreement between the Company and such Shareholder or to the extent required by applicable law; and to the extent such Shareholder is so entitled to such information, such Shareholder shall be subject to the provisions of this Section 5.2; provided that nothing in this Agreement shall alter, modify or in any way impact a New Shareholder’s right to receive confidential information in its capacity as a holder of Company PIK Loans or in any other capacity (other than as a New Shareholder) and the terms upon which such New Shareholder is obligated under the related agreement to maintain such information in confidence. Each such Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than in connection with monitoring its equity investment in the Company, any confidential information obtained from the Company pursuant to the terms of this Agreement, including, but not limited to, information in connection with any action requiring Requisite Shareholder Approval, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 5.2 by such Shareholder or its Affiliates), (ii) is or has been independently developed or conceived by such Shareholder without use of the Company’s or any Subsidiary’s confidential information or (iii) is or has been made known or disclosed to such Shareholder by a third party (other than an Affiliate or agent of the Company) without a breach of any obligation of confidentiality such third party may have to the Company or any Subsidiary that is known to such Shareholder; provided, however, that a Shareholder may disclose confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its equity investment in the Company or for evaluating and preparing disclosure pursuant to clause (c) below, (b) to any Prospective Buyer as long as such Prospective Buyer agrees to be bound by the provisions of this Section 5.2, (c) to the extent necessary for a Shareholder to enforce its rights under this Agreement, the other agreements entered into in connection herewith and under the Company’s Bye-laws or (d) as may otherwise be required by law (including reporting under securities laws and governmental filings) or legal proceeding; provided that such Shareholder takes reasonable steps to minimize the extent of any such required disclosure, including using commercially reasonable efforts to obtain a protective order in any legal proceeding, and provided further that such Shareholder discloses only that portion of any confidential information obtained from the Company pursuant to the terms of this Agreement as is, based on the advice of its counsel, legally required and provides the Company with notice of the disclosure that was or is to be made; provided, further, that the acts and omissions

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of any Person to whom such Shareholder may disclose confidential information pursuant to clause (a) of the preceding proviso shall be attributable to such Shareholder for purposes of determining such Shareholder’s compliance with this Section 5.2. Nothing in this Section 5.2 shall authorize the use of any confidential information in contravention of applicable securities laws.

5.3 Suspension of Information Rights. Any Shareholder entitled to receive any information from the Company or any of its Subsidiaries pursuant to this Section 5 may, by written notice to the Company or any of its Subsidiaries, suspend its right to receive any or all of such information for any period of time, as indicated in such notice, and the Company and its Subsidiaries shall comply with such Shareholder’s request.

5.4 Travelport Guarantor. The Company, as the sole shareholder of Travelport Holdings Limited, which in turn is the sole shareholder of Travelport Limited, which in turn is the sole shareholder of Travelport Guarantor, shall do or cause to be done all things necessary to ensure that Travelport Guarantor has at least one independent director that is reasonably satisfactory to a majority of the New Shareholders.

5.5 Exit Transactions. In connection with any Initial Public Offering, sale, amalgamation, merger or similar transaction of the Majority Shareholder Entity or any of its direct or indirect Subsidiaries (an “Exit Transaction”), the Blackstone Parties and the Company shall (i) structure such Exit Transaction in a manner that, in the case of an Exit Transaction that is an Initial Public Offering or similar transaction (an “IPO Transaction”), permits the New Shareholders to hold equity directly in the public company in an appropriate proportion (taking into account (x) the dilution attributable to such IPO Transaction, (y) the equity disposed of in such IPO Transaction) and (z) the value of the equity then held by them in the Company (without giving effect to any minority, illiquidity or similar discount) as it relates to the value of the equity of the public company); (ii) (A) use reasonable best efforts so that in any such IPO Transaction, each New Shareholder and its direct and indirect owners recognize income for U.S. federal income tax purposes only to the extent such New Shareholder or any of its direct and indirect owners are required under the Code to recognize income in respect of any cash or property other than stock of the public company that such New Shareholder receives in such IPO Transaction, (such tax treatment, “Non-Recognition Treatment”) and (B) not, without the approval of the board of directors, including one New Shareholder Director, structure any such IPO Transaction in a manner that does not provide for Non-Recognition Treatment; and (iii) structure any Exit Transaction in a manner that does not have disproportionate and adverse U.S. federal income tax consequences to the New Shareholders and their direct and indirect owners as compared to the Majority Shareholder and its direct and indirect owners. Each New Shareholder shall cooperate in good faith to achieve Non-Recognition Treatment with respect to an IPO Transaction, but in no event will the foregoing be deemed to obligate such New Shareholder to take any action if, in its good faith belief such action would have an adverse effect on such New Shareholder or its investment in the Company.

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5.6 Additional Issuance. If the full payment and discharge of the Company PIK Loans has not occurred on or prior to September 30, 2013, an additional number of Company Shares (the “Additional Shares”) will be issued on a pro rata basis to the New Shareholders who received Company Shares on the Closing Date (or upon written notice from any such New Shareholder to the Company specifying transferees or assigns of New Shares of such New Shareholder permitted pursuant to the terms of this Agreement, to such permitted transferees or assigns) thereby bringing the total equity held by New Shareholders to 44% of the Outstanding Company Shares (subject to dilution, pro rata with all other outstanding shares, by issuance of the Management Shares); provided that the total amount of the Additional Shares issued shall be reduced to the extent necessary, in the reasonable opinion of outside tax counsel to the Company, in order to prevent an “ownership change” within the meaning of Section 382(g) of the Code, with respect to Worldwide, prior to the consummation of a sale, merger, amalgamation or IPO Transaction (an “Ownership Change”). To the extent the full amount of the Additional Shares are not issued pursuant to the preceding sentence, the New Shareholders will be issued such Additional Shares that have not yet been issued upon the earlier of (x) the first date on which such shares can be issued without causing an Ownership Change or (y) the consummation of a sale, merger, amalgamation or IPO Transaction; provided that, if the issuance of such Additional Shares would, in the reasonable opinion of outside tax counsel to the Company, cause an Ownership Change, then such Additional Shares shall not be issued, and provided further that, if all of the Additional Shares have not been issued at the consummation of a sale, merger, amalgamation or IPO Transaction, the New Shareholders will receive, at the time of such consummation, an amount equal to the fair market value of such Additional Shares that have not been issued at the time of such consummation of a sale, merger, amalgamation or IPO Transaction. Until such time as all of the Additional Shares are issued or payment with respect to such shares that cannot be issued is made, in each case pursuant to the immediately preceding sentence, the Company shall use its best reasonable efforts to prevent any “owner shift” or “equity structure shift” within the meaning of Section 382(g) of the Code with respect to the Company. In the event that the Majority Shareholder takes any action, directly or indirectly, to cause an Ownership Change, the Additional Shares will be promptly issued.

5.7 Additional Covenants of the Parties.

     (a) Each of the Blackstone Parties covenants and agrees that prior to the Initial Public Offering of the shares of any Travelport Entity, the issuer of such shares shall enter into a Registration Rights Agreement with each New Shareholder in the form attached as Exhibit B.

     (b) Each of the Blackstone Funds covenants and agrees that if on or after the date hereof, it holds equity interest in an entity such that if such equity interests was held in such entity on the date hereof, it would be encompassed in the definition of Majority Shareholder Entity hereunder, the Blackstone Funds will cause such entity to execute and deliver to the Company, Intermediate and

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each Shareholder an Addendum Agreement and such entity shall be included in the definition of Majority Shareholder Entity hereunder.

     (c) Each Blackstone Party agrees that it will not, directly or indirectly, take or cause to be taken, any action that would require the Requisite Shareholder Approval in Section 2.2 without the prior receipt of such approval.

     (d) Each party (including the Advisors for purposes of Section 5.8) agrees on behalf of itself and its Affiliates Controlling such party, in their capacity as such, not to, directly or indirectly, take any action that is in violation of any provisions of this Agreement or intended to frustrate the intent and purpose of this Agreement.

     (e) Each Blackstone Party agrees to take, or cause to be taken, all action required to maintain a sufficient number of duly authorized but unissued Shares (and, if necessary, to increase such authorized number of Shares) in order to comply with the provisions of Section 5.6.

5.8 Additional Payment. The Advisors agree, severally, but not jointly, to pay to the New Shareholders 25% of any amount that is paid to the Advisors as a lump sum under the Management Agreement upon an Initial Public Offering of any Travelport Entity or Change of Control and is permitted to be paid to the Advisors under the Credit Agreement or any other related loan documents. The parties hereto shall (i) treat the Additional Payment as additional consideration from the Company to the New Shareholders in the Restructuring for U.S. federal income tax purposes and (ii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Additional Payment as additional consideration from the Company to the New Shareholders in the Restructuring.

5.9 Period. Each of the foregoing provisions of this Section 5, other than Sections 5.2 and 5.6, shall expire upon the earlier of the consummation of (i) a Travelport Entity Sale and (ii) an Initial Public Offering of any Travelport Entity; in each case provided that the Majority Shareholder and the Company have complied with Section 5.5 and Section 5.7(a).

5.10 Tax Covenants.

     (a) The parties hereto shall (i) treat the Company PIK Loans and the Second Lien Opco Term Loan as debt for U.S. federal income tax purposes and (ii) not take any position on any U.S. federal, state or local income or franchise tax

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return or take any other reporting position that is inconsistent with the treatment of the Company PIK Loans and the Second Lien Opco Term Loan as debt for U.S. federal income tax purposes.

     (b) If a portion (the “Imputed Interest Portion”) of a distribution of Additional Shares (an “Additional Share Distribution”) is recharacterized as imputed interest under the Code pursuant to Section 483 thereof or otherwise, the parties hereto shall (i) for all U.S. federal, state and local income tax purposes, treat the Imputed Interest Portion as paid first in the form of any cash or property other than shares of the Company that are part of such Additional Share Distribution, and thereafter, to the extent necessary, a portion of the shares of the Company distributed in such Additional Share Distribution (such portion, the “Imputed Interest Shares”); (ii) treat any Imputed Interest Shares as separate shares (and not as a portion of each share of the Company that is part of such Additional Share Distribution); and (iii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Imputed Interest Portion and the Imputed Interest Shares as provided in this Section 5.10(b).

     (c) The parties hereto shall (i) treat the Restructuring as a reorganization described in Section 368(a)(1)(E) of the Code and (ii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Restructuring as a reorganization described in Section 368(a)(1)(E) of the Code.

5.11 Reimbursement of Expenses. For so long as (i) the Lockup Parties, together with their respective Affiliates, collectively have voting control of 50% or more of the New Shares then held by all of the New Shareholders and (ii) each Lockup Party, individually or together with its Affiliates have voting control of 75% or more of the New Shares received by it from the Company on the Closing Date, the Company shall promptly upon request reimburse each Lockup Party for reasonable and documented out-of-pocket expenses (including fees and expenses of outside counsel) incurred from time to time by such Lockup Party in connection with matters and issues relating to such Lockup Party’s investment in the Company and with respect to which the Lockup Parties have interests or issues that differ from the Company or the Majority Shareholder.

6. REMEDIES.

6.1 Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

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7. LEGENDS.

7.1 Restrictive Legend. Each certificate (or, if no certificate, by appropriate notation in the Company’s register of members) representing Company Shares shall have the following legend endorsed conspicuously thereupon (or in such notation):

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS PURSUANT TO THE COMPANY’S BYE-LAWS AND A SHAREHOLDERS’ AGREEMENT DATED AS OF _______, 2011 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS. A COPY OF THE BYE-LAWS AND SUCH SHAREHOLDER AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

7.2 Securities Act Legend. Each certificate (or, if no certificate, by appropriate notation in the Company’s register of members) representing Company Shares shall have the following legend endorsed conspicuously thereupon (or in such notation):

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR COUNTRY WERE ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER THE COMPANY’S BYE-LAWS AND A SHAREHOLDERS’ AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (I) AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER (II) AS PERMITTED UNDER OTHER APPLICABLE LAWS AND (III) IN COMPLIANCE WITH SUCH SHAREHOLDER AGREEMENT AND BYE-LAWS. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, THE SELLER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE SECURITIES ACT.”

7.3 Stop Transfer Instruction. The Company will instruct the Secretary of the Company not to register the Transfer of any Company Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

7.4 Termination of the Securities Act Legend. The requirement imposed by Section 7.2 shall cease and terminate as to any particular Company Shares when such Company

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Shares have been publicly sold pursuant to an effective registration statement under the Securities Act and in accordance with applicable non-U.S. securities laws.

8. AMENDMENT, TERMINATION, ETC.

8.1 Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

8.2 Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, the New Shareholders holding not less than a majority of the New Shares (and for avoidance of doubt no Shares held directly or indirectly by any Blackstone Party or any Person Controlling a Blackstone Party or any of their respective Affiliates or any of their respective transferees shall be taken into account for this purpose), TDS and the Blackstone Parties and, solely for the purpose of Section 5.8, the Advisors; provided, however, that the admission of new parties pursuant to the terms hereof shall not constitute an amendment of or notification of this Agreement for purposes of this Section 8.2.

     Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would adversely change or affect the rights of a particular Shareholder in a manner disproportionate to the rights of the Shareholders approving such Amendment, then the consent of such particular Shareholder shall also be required .

     Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 8.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

8.3 Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

9. REPRESENTATIONS AND WARRANTIES OF THE NEW SHAREHOLDERS.

     Each New Shareholder represents and warrants:

9.1 Qualified Institutional Buyer. Such New Shareholder is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act.

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9.2 Transfer Restrictions. Such New Shareholder understands that the Company Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Company Shares have not been registered under the Securities Act and that (i) such securities may be offered, resold, pledged or otherwise Transferred only (A) pursuant to an exemption from registration under the Securities Act, (B) to the Company or any of its subsidiaries or (C) pursuant to an effective registration statement and, in each case, in compliance with the limitations herein and in the Company’s Bye-Laws (as may be amended from time to time) and any applicable securities laws of any State of the United States or any other applicable jurisdiction and (ii) such New Shareholder will, and each subsequent such New Shareholder is required to, notify any later purchaser from it of the resale restrictions described in (i) above and any later purchaser shall be subject to such resale restrictions and (iii) the approval of the Bermudan Monetary Authority, if applicable.

9.3 Information. Such New Shareholder confirms that (i) it has requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of acquiring Company Shares and the New Shareholder and any accounts for which it is acting are each able to bear the economic risks of its or their investment, including a complete loss of the investment, (ii) it is not acquiring Company Shares with a view to any distribution of Company Shares; provided that the disposition of its property and the property of any accounts for which the Shareholder is acting as fiduciary shall remain at all times within its control and (iii) it acknowledges that it has had access to the financial and other information, and has been afforded the opportunity to ask questions of representatives of the Company and receive answers to those questions, as it deemed necessary in connection with its investment in the Company.

9.4 Legends. Each New Shareholder understands that the Company Shares will bear the legends set out in Sections 7.1 and 7.2 of this Agreement.

9.5 No Other Representations. Each New Shareholder acknowledges that none of the Majority Shareholder, Travelport Entities nor any person representing us has made any representations to it with respect to the Company Shares, the Company, the Restructuring or the Company’s financial condition or results of operations or cash flows, apart from those representations set out in Section 10.1 of this Agreement.

9.6 Transferees. Each New Shareholder agrees that it will deliver to each person to whom it proposes to Transfer Company Shares notice of the restrictions on Transfer of the Company Shares and any such transferee shall be deemed to have acknowledged any such restrictions upon such Transfer and such acknowledgement is a condition of such Transfer.

9.7 Reliance. Each New Shareholder acknowledges that the Majority Shareholder, the Travelport Entities and others will rely upon the truth and accuracy of the foregoing

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acknowledgements, representations and agreements and agrees that, if any of the foregoing acknowledgements, representations or agreements deemed to have been made by it are no longer accurate, it shall promptly notify us. If a New Shareholder is acquiring any Company Shares as a fiduciary or agent for one or more investor accounts, such New Shareholder represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

9.8 No Representation. Each New Shareholder understands that no representation is made as to the availability of any exemption from Securities Act registration for the resale of the Company Shares.

9.9 Execution and Delivery The execution and delivery by such New Shareholder of the Transaction Documents to which they are a party and performance of its obligations under Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby, (i) has been duly authorized by all necessary action, (ii) do not, and will not contravene the terms of the governing documents of such New Shareholder, and (iii) do not conflict with or result in any breach of, contravention of any law, rule or regulation applicable to such New Shareholder, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.

9.10 Approval, Consent or Authorization No approval, consent, authorization, or other action by, or notice to, or filing with, any governmental authority, is necessary or required in connection with the execution, delivery or performance by such New Shareholder or enforcement against such New Shareholder of the Transaction Documents to which they are a party, other than those that have been obtained or made on or prior to the Closing, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.

9.11 Valid, Binding and Enforceable The applicable Transaction Documents have been (or, in the case of the Registration Rights Agreement upon execution and delivery will be) duly executed and delivered by such New Shareholder and constitute (and in the case of the Registration Rights Agreement will constitute) the legal, valid and binding obligation of such New Shareholder, enforceable against it in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the bankruptcy court.

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10.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPRESENTATIONS AND WARRANTIES OF THE BLACKSTONE PARTIES

10.1 Representations and Warranties of the Company.The Company hereby represents and warrants to each New Shareholder as follows:

     (a) Each of the Company and its Subsidiaries is, and after giving effect to the Restructuring, will continue to be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and each has and after giving effect to the Restructuring will have full corporate or other power and authority and all material governmental licenses, authorizations, consents and approvals necessary to own, lease and operate its property and to conduct the business in which it is engaged.

     (b) Each of the Company and its Subsidiaries is, and after giving effect to the Restructuring will be, (i) in compliance with its organizational or governing documents and (ii) in compliance in all material respects with all requirements of applicable law.

     (c) The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including without limitation, the issuance of the New Shares (i) are within the Company’s power and authority and has been duly authorized by all necessary action, (ii) do not, and will not after giving effect to the Restructuring, contravene the terms of the Company’s Articles and the Company’s Bye-laws or other organizational or governing documents or any amendment thereof of the Company or any of its Subsidiaries, and (iii) do not, and will not after giving effect to the Restructuring, violate, conflict with or result in any breach of, contravention of or the creation of any Lien under, any material contractual obligation of the Company or any of its Subsidiaries or any law, order or decree applicable to the Company or any of its Subsidiaries.

     (d) No approval, consent, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Person, is necessary or required in connection with the execution, delivery or performance by the Company or enforcement against the Company or any of its Subsidiaries of the Transaction Documents, other than those that have been obtained or made on or prior to the Closing.

     (e) The Transaction Documents have been (or, in the case of the Registration Rights Agreement upon execution and delivery will be) duly executed and delivered by the Company and constitute (and in the case of the

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Registration Rights Agreement will constitute) the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     (f) The Company has delivered to each New Shareholder complete and accurate copies of the Company’s Articles and the Company’s Bye-laws and such documents remain in full effect as of the Closing after giving effect to the Restructuring.

     (g) There is no litigation, arbitration, claim or proceeding pending before any governmental authority or threatened against the Company.

     (h) Other than (i) the direct and indirect ownership of all of the outstanding equity interest of Travelport Holdings Limited and Travelport Limited and their respective Subsidiaries, and (ii) the obligations pursuant to the Transaction Documents, neither the Company nor any of its Subsidiaries (other than Travelport LLC and its Subsidiaries) have any assets, liabilities, obligations or operations.

     (i) The Company has delivered to each New Shareholder a complete and accurate capitalization table setting forth, as of the Closing and after giving effect to the Restructuring and the transactions contemplated hereby, the total authorized equity capital of the Company, each class and the number of issued and outstanding equity capital of the Company and the respective holders thereof and each class and the number of equity capital reserved for issuance under any equity incentive or similar plan or any other agreement or arrangement. All Company Shares that have or shall have been issued after giving effect to the Restructuring and the transaction contemplated hereby shall have been duly authorized, fully paid, non-assessable and free and clear from any taxes, liens, charges or encumbrances except for the obligations and restrictions under this Agreement. Except for the Management Shares, as of the Closing and after giving effect to the Restructuring and the transactions contemplated by this Agreement, there are no outstanding options, warrants or other rights to purchase Company Shares or any other equity securities of the Company nor is the Company obligated in any manner to issue any such Company Shares or other equity securities.

10.2 Representations and Warranties of the Blackstone Parties. Each Blackstone Party hereby represents and warrants as follows:

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     (a) Such Blackstone Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

     (b) The execution and delivery by such Blackstone Party of the Transaction Documents to which they are a party and performance of its obligations under Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby, (i) has been duly authorized by all necessary action, (ii) do not, and will not contravene the terms of the governing documents of such Blackstone Party, and (iii) do not conflict with or result in any breach of, contravention of any law, rule or regulation applicable to such Blackstone Party, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.

     (c) No approval, consent, authorization, or other action by, or notice to, or filing with, any governmental authority, is necessary or required in connection with the execution, delivery or performance by such Blackstone Party or enforcement against such Blackstone Party of the Transaction Documents to which they are a party, other than those that have been obtained or made on or prior to the Closing, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.

     (d) The applicable Transaction Documents have been (or, if applicable, in the case of the Registration Rights Agreement upon execution and delivery will be) duly executed and delivered by such Blackstone Party and constitute (and in the case of the Registration Rights Agreement will constitute) duly executed and delivered by such Blackstone Party and constitute the legal, valid and binding obligation of such Blackstone Party, enforceable against it in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the bankruptcy court.

11. DEFINITIONS.

For purposes of this Agreement:

11.1 Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 11:

     (a) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section

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or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

     (b) The word “including” shall mean including, without limitation;

     (c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

     (d) The masculine, feminine and neuter genders shall each include the other.

11.2 Definitions. The following terms shall have the following meanings:

     “Acceptance Notice” shall have the meaning set forth in Section 4.4.4.

     “Addendum Agreement” shall mean an agreement in a form substantially similar to Exhibit A attached hereto.

     “Additional Shares” shall have the meaning set forth in Section 5.6.

     “Additional Share Distribution” shall have the meaning set forth in Section 5.10(b).

     “Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

     “Advisors” the Initial Advisors and OEP (pursuant to the Investment and Cooperation Agreement).

     “Affiliate” means, when used with respect to a specified Person, any other Person that directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, and shall, for purposes of Section 2.2.1(b), be deemed to include each Person or “group” (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) that, directly or indirectly, through one or more intermediaries, beneficially owns (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) or Controls 5% or more of the voting stock of the Person specified; provided, however, that (a) no New Shareholder shall be deemed to be an Affiliate of the Company or any Travelport Entity or any of their respective Affiliates and (b) neither the Company nor any of its controlled

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Affiliates shall be deemed an Affiliate of (i) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof and (ii) if such Person is a natural person, (1) any individual who received such Person’s Shares pursuant to applicable Laws of descent and distribution or any member of such Person’s Family Group and (2) any trust the beneficiaries of which, or any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which, include only members of such Person’s Family Group (or entities of which the stockholders, members or general or limited partners of which, include only members of such Person’s Family Group).

     “Agreement” shall have the meaning set forth in the Preamble.

     “Amendment” shall have the meaning set forth in Section 8.2.

     “beneficial ownership” shall mean beneficial ownership as determined under Rule 13d-3 under the Exchange Act; and the terms “beneficially own” and “beneficial owner” have meanings correlative to the foregoing.

     “Blackstone Funds” shall means, collectively, Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone Participation Partnership (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; and BCP V Co-Investors (Cayman) L.P. and each of their successors or assigns of their interests in any Travelport Entity.

     “Blackstone Parties” shall mean and include each Blackstone Fund, TDS, Intermediate and any other Majority Shareholder Entity.

     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

     “Change in Control” shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Subsidiaries), or otherwise) as a result of which (i) the Majority Shareholder no longer has, directly or indirectly, ownership or voting control of equity which represents more than 50% of the total voting power in any Travelport Entity or (ii) all or substantially all of the assets of the Company or its Subsidiaries taken as a whole are sold by lease, license, sale or otherwise.

     “Closing” shall have the meaning set forth in Section 1.1.

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

     “Company” shall have the meaning set forth in the Preamble.

     “Company’s Articles” shall mean the Company’s Memorandum of Association attached hereto as Exhibit C, as subsequently amended in accordance with the provisions of this Agreement.

     “Company’s Bye-laws” shall mean the Bye-laws of the Company attached hereto as Exhibit D, as subsequently amended in accordance with the provisions of this Agreement.

     “Company Board” shall have the meaning set forth in Section 2.1.1.

     “Company Equity Plan” shall have the meaning set forth in the Recitals.

     “Company PIK Loans” shall have the meaning set forth in Section 5.1.1.

     “Company Shares” shall have the meaning set forth in the Recitals.

     “Control,” including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

     “Convertible Securities” shall mean any evidence of indebtedness, shares of stock or other securities or rights (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for Company Shares.

     “Credit Agreement” means the Third Amended and Restated Credit Agreement, as amended, among Travelport LLC, as Borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, and the other agents and other lenders party thereto.

     “Drag Along Notice” shall have the meaning set forth in Section 4.2.1.

     “Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

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     “Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

     “Exit Transaction” shall have the meaning set forth in Section 5.5.

     “Family Group,” with respect to any natural person, means (i) the spouse, issue, parents, grandparents and grandchildren (in each case, whether natural or adopted) of such natural person and (ii) any trust established solely for the exclusive benefit of such natural person or any of the Persons referred to in the foregoing clause (i).

     “First Offer Holder” shall have the meaning set forth in Section 4.4.1.

     “First Offer Deadline” shall have the meaning set forth in Section 4.4.2.

     “First Offer Notice” shall have the meaning set forth in Section 4.4.2.

     “Indemnities” shall have the meaning set forth in Section 11.9.

     “Imputed Interest Portion” shall have the meaning set forth in Section 5.10(b).

     “Imputed Interest Shares” shall have the meaning set forth in Section 5.10(b).

     “Independent Third Party” means any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) that is not one of the Travelport Entities (or any Affiliate, or any officer, director, or employee of such Travelport Entities or its Affiliates).

     “Initial Advisors” shall mean Blackstone Management Partners L.L.C. (formerly known as Blackstone Management Partners V L.L.C.) and TCV VI Management L.L.C.

     “Initial Public Offering” shall mean the initial firm commitment underwritten Public Offering registered under the Securities Act or equivalent foreign securities laws (other than a registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form or equivalent foreign form)).

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     “Investment and Cooperation Agreement” shall mean the Investment and Cooperation Agreement, dated as of December 7, 2006, among TDS, the Company and OEP.

     “IPO Transaction” shall have the meaning set forth in Section 5.5.

     “Intermediate” shall have the meaning set forth in the Recitals.

     “Limited Board” shall have the meaning set forth in Section 2.1.1.

     “Lockup Party” shall mean Angelo, Gordon & Co., Q5-R5 Trading, Ltd. and R2 Top Hat, Ltd and any of their Affiliates who are also New Shareholders.

     “Majority Shareholder” shall mean, collectively, Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Participation Partnership (Cayman) V L.P.; BCP V Co-Investors (Cayman) L.P., TCV VI (Cayman), L.P., TCV Member Fund (Cayman), L.P., OEP TP, Ltd and each of their respective successors and assigns with respect to their interests in any Travelport Entity, and any Person (or such Person’s successors and assigns) which Controls any of the foregoing Persons.

     “Majority Shareholder Entity” shall mean TDS, and, if the Majority Shareholder holds its equity interest in the Company indirectly through an entity other than TDS, such entity.

     “Management Agreement” shall mean the Transaction Monitoring and Fee Agreement (as amended or modified from time to time), dated as of August 23, 2006, among Travelport LLC and the Initial Advisors.

     “Management Shares” shall have the meaning set forth in the recitals.

     “New Issue Offer Notice” shall have the meaning set forth in Section 4.5.1.

     “New Securities” shall mean any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

     “New Shareholder Directors” shall have the meaning set forth in Section 2.1.2(b).

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     “New Shareholders” shall have the meaning set forth in the Preamble.

     “New Shares” shall have the meaning set forth in the Recitals.

     “Non-Recognition Treatment” shall have the meaning set forth in Section 5.5.

     “NYSE” shall mean the New York Stock Exchange.

     “OEP” shall mean OEP TP, Ltd.

     “Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Company Shares, other than any such option held by the Company or any right to purchase shares pursuant to this Agreement.

     “Outstanding Company Shares” shall mean as of the time of determination, the issued and outstanding Company Shares as of such time, including any Company Shares into which any outstanding Options, Warrants or Convertible Securities may be exercised, convertible or exchangeable (treating such Options, Warrants or Convertible Securities as a number of outstanding Company Shares for which or into which such Convertible Securities may at the time be converted for all purposes of this Agreement except as otherwise specifically set forth herein). For purposes of determining the percentage of Outstanding Company Shares beneficially owned by the New Shareholders in this Agreement, (A) the numerator used to calculate such percentage shall include all New Shares beneficially owned by such Shareholders at the time of determination and (B) the denominator used to calculate such percentage shall include all Outstanding Company Shares, but exclude all Management Shares and all Company Shares into which any outstanding Options, Warrants or Convertible Securities held by employees, directors, officer, or consultants may be exercised, convertible or exchangeable.

     “Ownership Change” shall have the meaning set forth in Section 5.6.

     “Participating Seller” shall have the meaning set forth in Sections 4.1.2 and 4.2.1.

     “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

     “Pro Rata Portion” shall mean, subject to adjustments in Section 4.3.3, with respect to each Tag Along Seller, a number of Company Shares equal to the aggregate number of Company Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a

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fraction, the numerator of which is the aggregate number of Company Shares held by such Tag Along Seller and the denominator of which is the aggregate number of Company Shares held by all Tag Along Sellers.

     “Prospective Buyer” shall mean any Person proposing to purchase or otherwise acquire Company Shares or other equity from a Prospective Selling Shareholder, as applicable.

     “Prospective Selling Shareholder” shall mean:

     (a) for purposes of Section 4.1, any Blackstone Party or any other entity set forth in the definition of “Majority Shareholder” that proposes to Transfer equity in such Travelport Entity to any Prospective Buyer; and

     (b) for purposes of Section 4.2, any Person or group of Persons beneficially owning a majority of the equity of any Travelport Entity and who has elected to exercise the drag along right provided by such Section.

     “Public Offering” shall mean a public offering and sale of Company Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws.

     “Registration Rights Agreement” shall mean the Registration Rights Agreement to be entered into by the relevant Travelport Entity and the New Shareholders as contemplated by Section 5.7(a) in the form attached hereto as Exhibit B.

     “Requisite Shareholder Approval” shall mean (i) where a matter set forth in Section 2.2 does not involve material non-public information, the written approval of the New Shareholders holding a majority of New Shares beneficially owned at the time of determination by all of the New Shareholders who voted on such matter, provided that such majority includes at least 37.5% of the New Shares beneficially owned at the time of determination by all of the New Shareholders or (ii) where a matter set forth in Section 2.2 involves material non-public information, (x) the written approval of the New Shareholders holding a majority of New Shares beneficially owned at the time of determination by the New Shareholders who (A) affirmed their confidentiality obligations as described in Section 2.2.3 and (B) voted on such matter and (y) the approval of one of the New Shareholder Directors.

     “Restructuring” shall have the meaning set forth in the Recitals.

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     “Restructuring Support Agreement” shall mean the restructuring support agreement, dated September 17, 2011, among the Company, Travelport Holdings Limited, TDS Investor (Cayman) L.P. and each Consenting Lender (as defined therein) party thereto, as amended.

     “Rule 144” shall mean Rule 144 under the Securities Act (or any successor rule).

     “Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

     “Sale Notice” shall have the meaning set forth in Section 4.1.1.

     “SEC” shall mean the United States Securities and Exchange Commission.

     “Second Lien Opco Term Loan” shall mean the loans under second lien credit agreement, dated on or about the date of this Agreement, among Travelport LLC, Travelport Limited, TDS Investor (Luxembourg) S.a.r.l., Credit Suisse AG, Cayman Islands Branch, as administrative agent and the lenders from time to time party thereto.

     “Securities Act” shall mean the United States Securities Act of 1933, as in effect from time to time.

     “Shareholders” shall mean the New Shareholders and Intermediate, and any successors and permitted transferees.

     “Shares” shall mean the Company Shares and any other classes of ordinary or preferred shares of the Company; provided that for purposes of the definition of Transfer for Sections 4.1 and 4.2, Shares shall include any equity interests in any of the Travelport Entities held by any Prospective Selling Shareholder.

     “Strategic Investor” shall mean, with respect to any proposed Transfer, (a) any Person that is reasonably determined, in good faith, by the Company Board to be a direct competitor of the Company or any of its Subsidiaries or a potential strategic investor in a Travelport Entity or any of its or their Subsidiaries, (b) a vendor, supplier or customer, of the primary business products and services of the Company and its Subsidiaries, including, but not limited to, vendors, suppliers and customers in the hotel, car rental, airline and data center industries and (c) any Affiliate of any such Person specified in clause (a) or (b).

     “Subject Shares” shall have the meaning set forth in 4.4.1.

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     “Subsidiary” means, with respect to any Person, any company, corporation, partnership, limited liability company, association, joint venture or other business entity of which (i) if a company or corporation, at least 50% of the total voting power of shares entitled (irrespective of whether, at the time, shares of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, joint venture or other business entity, at least 50% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated herein, the term “Subsidiary,” shall refer to a Subsidiary of the Company.

     “Tag Along Deadline” shall have the meaning set forth in Section 4.1.2.

     “Tag Along Holder” shall have the meaning set forth in Section 4.1.1.

     “Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

     “Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

     “Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1(a).

     “Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.

     “TDS” shall have the meaning set forth in the Preamble.

     “Third-Party Claim” shall have the meaning set forth in Section 12.7.

     “Transaction Documents” shall mean this Agreement and upon execution and delivery by the parties thereto, the Registration Rights Agreement.

     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Company Shares or Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

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     “Travelport Entities” shall mean TDS, Intermediate and the Company or any other entities formed above the Company and below the Majority Shareholder Entity.

     “Travelport Entity Sale” shall mean any transaction whereby an Independent Third Party acquires directly or indirectly either (i) 100% of the equity of the Company or (ii) all or substantially all of the assets of the Company, by merger, amalgamation, consolidation, sale or transfer.

     “Travelport Guarantor” shall mean Travelport Guarantor LLC, a Delaware limited liability company.

     “Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Company Shares.

12. MISCELLANEOUS.

12.1 Survival of Representations; Effect. Each party hereto acknowledges and agrees that such party’s representations and warranties contained in this Agreement shall survive the Closing. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture, group or other association.

12.2 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 12.2 prior to 5:00 p.m. (New York time) on a Business Day, (ii) the Business Day after the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (local time for the recipient) on any Business Day and earlier than 11:59 p.m. (local time for the recipient) on the day preceding the next Business Day, (iii) one (1) Business Day after being sent, if sent by nationally recognized overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or such other address as any such party shall designate by written notice to the other parties):

46

If to the Company:

Travelport Worldwide Limited
22 Elm Place
Rye, New York 10580
Telephone: (973) 939-1620
Facsimile: (914) 967-0128
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

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

Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Facsimile: (212) 735-2000
Attention: Gregory A. Fernicola and Andrea L. Nicolas
E-mail: Gregory.Fernicola@skadden.com and
             Andrea.Nicolas@skadden.com

If to Intermediate:

Travelport Intermediate Limited
22 Elm Place
Rye, New York 10580
Telephone: (973) 939-1620
Facsimile: (973) 939-1620
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

47

If to Travelport Holdings Limited:

Travelport Holdings Limited
22 Elm Place
Rye, New York 10580
Telephone: (973) 939-1620
Facsimile: (973) 939-1620
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

If to Travelport Limited:

Travelport Limited
22 Elm Place
Rye, New York 10580
Telephone: (973) 939-1620
Facsimile: (973) 939-1620
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

If to any Blackstone Entity or any Advisor:

Such Blackstone Entity or Advisor
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Attention: Martin Brand
Telephone: (212) 583-5120
Facsimile: (212) 583-5483
Email: Brand@blackstone.com

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

Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, NY 10017
Attention: William E. Curbow
Telephone: (212) 455-3160
Facsimile: (212) 455-2502
Email: wcurbow@stblaw.com

If to the New Shareholders, at such names and addresses on Schedule I.

12.3 Binding Effect, Etc.Except for the Company’s Articles, the Company’s Bye-laws, and upon execution and delivery by the parties named therein, the Registration Rights Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior written agreements or contemporaneous oral agreements or discussions, in each case, with respect to such subject matter, including the

48

term sheet attached as Exhibit A to the Restructuring Support Agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors. In the event of any conflict, inconsistency or discrepancy between this Agreement and the Company’s Articles or the Company’s Bye-laws, the terms of this Agreement shall prevail.

12.4 Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

12.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

12.6 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

12.7 No Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

13. GOVERNING LAW.

13.1 Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

13.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof

49

other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.2 hereof is reasonably calculated to give actual notice.

13.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

50

     IN WITNESS WHEREOF, the parties have executed this Shareholder Agreement on the day and year first written above.

COMPANY Travelport Worldwide Limited
By:	/s/ Rochelle Boas
	Name:	Rochelle Boas
	Title:	Senior Vice President and Assistant Secretary
INTERMEDIATE Travelport Intermediate Limited
By:	/s/ Rochelle Boas
	Name:	Rochelle Boas
	Title:	Senior Vice President and Assistant Secretary
TRAVELPORT HOLDINGS LIMITED Travelport Holdings Limited
By:	/s/ Rochelle Boas
	Name:	Rochelle Boas
	Title:	Senior Vice President and Assistant Secretary
TRAVELPORT LIMITED Travelport Limited
By:	/s/ Rochelle Boas
	Name:	Rochelle Boas
	Title:	Senior Vice President and Assistant Secretary

BLACKSTONE FUNDS BLACKSTONE CAPITAL PARTNERS (CAYMAN) V L.P.
By:	Blackstone Management Associates (Cayman) V L.P., its General Partner
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A L.P.
By:	Blackstone Management Associates (Cayman) V L.P., its General Partner
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
BCP (CAYMAN) V-S L.P.
By:	Blackstone Management Associates (Cayman) V L.P., its General Partner
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
BCP V CO-INVESTORS (CAYMAN) L.P.
By:	Blackstone Management Associates (Cayman) V L.P., its General Partner
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V L.P.
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-SMD L.P.
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V L.P.
By:	BCP V GP L.L.C., its General Partner
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
TDS TDS Investor (Cayman) L.P.
By:	/s/ Rochelle Boas
	Name:	Rochelle Boas
	Title:	Senior Vice President and Assistant Secretary

SOLELY FOR THE PURPOSE OF SECTION 5.8: Blackstone Management Partners V L.L.C.
By:	/s/ Chinh Chu
	Name:	Chinh Chu
	Title:	Senior Managing Director
TCV VI Management L.L.C.
By:	/s/ Frederic Fenton
	Name:	Frederic Fenton
	Title:	Attorney-in-Fact
OEP TP, Ltd.
By:	/s/ Authorized Signatory
	Name:	Authorized Signatory
	Title:

NEW SHAREHOLDERS

     Name of New Shareholder:

AG SUPER FUND INTERNATIONAL PARTNERS, L.P.
By:	AG Super Fund International LLC, its General Partner
By:	Angelo, Gordon & Co., L.P., its Manager
by	/s/ D. Forest Wolfe
	Name:	D. Forest Wolfe
	Title:	General Counsel

     Name of New Shareholder:

Silver Oak Capital, L.L.C., as Nominee for:

AG MM, L.P. AG Capital Recovery Partners VI, L.P. AG Capital Recovery Partners, VII, L.P. AG Eleven Partners, L.P. AG Garden Partners, L.P. Nutmeg Partners, L.P. AG Princess, L.P. AG Super Fund L.P.
by	/s/ D. Forest Wolfe
	Name:	D. Forest Wolfe
	Title:	General Counsel

     Name of New Shareholder:

Q5-R5 TRADING, LTD.
By:	Q Global Capital Management, L.P., as Investment Manager
By:	Q Global Advisors, LLC, its General Partner
by	/s/ Noel Nesser
	Name:	Noel Nesser
	Title:	CFO & Treasurer

     Name of New Shareholder:

R2 TOP HAT, LTD.
By:	Amalgamated Gadget, L.P., as Investment Manager
By:	Scepter Holdings, In., its General Partner
by	/s/ Noel Nesser
	Name:	Noel Nesser
	Title:	CFO & Treasurer

[THE REMAINDER OF THE NEW SHAREHOLDERS’ SIGNATURE PAGES ARE
INTENTIONALLY LEFT BLANK]

Schedule I

TRAVELPORT WORLDWIDE LIMITED

Share Ownership Information

[As distributed to individual shareholders]

Exhibit A

FORM OF ADDENDUM AGREEMENT

     This Addendum Agreement is made this ___ day of _____________, 201__, by and between _____________________ (the “Transferee”), ______________ (the “Transferor”) and Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), pursuant to the terms of that certain Shareholders’ Agreement dated as of _____, 2011, including all exhibits and schedules thereto, as such agreement may have been amended from time to time (the “Agreement”), by and among the Company, Travelport Intermediate Limited and the shareholder signatories thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

     WHEREAS, the Company and the Shareholders entered into the Agreement to impose certain restrictions and obligations upon themselves, and to provide certain rights, with respect to the Company, the Shareholders and the Shares;

     WHEREAS, the Transferee is acquiring Shares pursuant to a Transfer, in accordance with the Agreement; and

     WHEREAS, the Company and the Shareholders have required in the Agreement that all Persons to whom Shares are Transferred by New Shareholders must enter into an Addendum Agreement binding the Transferee to the Agreement to the same extent as if such Transferee were an original party thereto and imposing the same restrictions and obligations on the Transferee and the Shares to be acquired by the Transferee as are imposed upon New Shareholders under the Agreement.

     NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Transferee of the Shares, the Transferee acknowledges and agrees as follows:

     1. The Transferee has received and read the Agreement and acknowledges that the Transferee is acquiring the Shares in accordance with and subject to the terms and conditions of the Agreement.

     2. The Transferee represents and warrants, as of the date hereof, to the Company and the Shareholders as follows:

     (a) the Transferee has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Transferee of this Agreement have been duly authorized by all necessary action;

     (b) this Agreement has been duly and validly executed and delivered by such Transferee and constitutes the binding obligation of such Transferee enforceable against such Person in accordance with its terms;

     (c) the execution, delivery, and performance by such Transferee of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law to which such Person is subject, (ii) violate any order, judgment, or decree applicable to such Person, or (iii) conflict with, or result in a breach or default under, any agreement or other instrument to which such Person is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Person’s ability to satisfy its obligations hereunder;

     (d) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any governmental authority or any other Person, is necessary, on the part of such Transferee to perform its obligations hereunder or to authorize the execution, delivery and performance by such Transferee of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Transferee’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Transferee is a party;

     (e) such Transferee is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act;

     (f) such Transferee understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Shares have not been registered under the Securities Act and that (i) such securities may be offered, resold, pledged or otherwise Transferred only (A) pursuant to an exemption from registration under the Securities Act, (B) to the Company or any of its subsidiaries or (C) pursuant to an effective registration statement and, in each case, in compliance with the limitations herein and in the Company’s Bye-Laws (as may be amended from time to time) and any applicable securities laws of any State of the United States or any other applicable jurisdiction and (ii) such Transferee will, and each subsequent Transferee is required to, notify any later purchaser from it of the resale restrictions described in (i) above and any later purchaser shall be subject to such resale restrictions and (iii) the approval of the Bermudan Monetary Authority, if applicable;

     (g) such Transferee confirms that (i) the Transferee has requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of acquiring Shares and the Transferee and any accounts for which it is acting are each able to bear the economic risks of its or their investment, including a complete loss of the investment, (ii) the Transferee is not acquiring Shares with a view to any distribution of Shares; provided that the disposition of its property and the property of any accounts for which the Transferee is acting as fiduciary shall remain at all times within its control and (iii) the Transferee acknowledges that it has had access to the financial and other information, and has been afforded the opportunity to ask questions of representatives of the Company and receive answers to those questions, as it deemed necessary in connection with its investment in the Company;

     (h) such Transferee understands that the Shares will bear the legends set out in Sections 7.1 and 7.2 of the Agreement;

     (i) such Transferee acknowledges that none of the Majority Shareholder, Travelport Entities nor any person representing us has made any representations to it with respect to the Shares, the Company, the Restructuring or the Company’s financial condition or results of operations or cash flows;

     (j) such Transferee agrees that it will deliver to each person to whom it proposes to Transfer Shares notice of the restrictions on Transfer of the Shares and any such transferee shall be deemed to have acknowledged any such restrictions upon such Transfer and such acknowledgement is a condition of such Transfer;

     (k) such Transferee acknowledges that the Majority Shareholder, the Travelport Entities and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the foregoing acknowledgements, representations or agreements deemed to have been made by it are no longer accurate, it shall promptly notify us. If the Transferee is acquiring any Shares as a fiduciary or agent for one or more investor accounts, such Transferee represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account;

     (l) such Transferee understands that no representation is made as to the availability of any exemption from Securities Act registration for the resale of the Shares; and

     (m) such Transferee does not have any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the execution, delivery or performance of this Agreement by such Transferee.

     3. The Transferee agrees that the Shares acquired or to be acquired by the Transferee are bound by and subject to all of the terms and conditions of the Agreement, and hereby joins in, and agrees to be bound, by, and shall have the benefit of (subject to Section 3.4 of the Agreement), all of the terms and conditions of the Agreement to the same extent as if the

Transferee were an original party to the Agreement; provided, however, that the Transferee’s joinder in the Agreement shall not constitute admission of the Transferee unless and until the Company executes this Agreement confirming the due admission of the Transferee. This Addendum Agreement shall be attached to and become a part of the Agreement.

     4. For good and valuable consideration, the sufficiency of which are hereby acknowledged by the Transferor and the Transferee, the Transferor hereby transfers and assigns absolutely to the Transferee [all of its Shares] [such portion of its Shares as is specified below], including, for the avoidance of doubt, all rights, title and interest in and to such Shares, with effect from the date hereof.

     5. The Transferee hereby agrees to accept the Shares of the Transferor and hereby agrees and consents to become a New Shareholder.

     6. It is hereby confirmed by the Transferor that the Transferor has complied in all respects with the provisions of the Agreement with respect to the transfer of the Shares. The number of Shares currently held by the Transferor, and to be transferred and assigned pursuant to this Addendum Agreement, are as follows:

Number of Shares

[                                ]

     7. Any notice required as permitted by the Agreement shall be given to Transferee at the address listed beneath the Transferee’s signature below.

     8. This Addendum Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

[TRANSFEREE]
By:
	Name:
	Title:
	Address:
[TRANSFEROR]
By:
	Name:
	Title:

ACKNOWLEDGED AND ACCEPTED: TRAVELPORT WORLDWIDE LIMITED
By:
	Name:
	Title:

Exhibit B

FORM OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

among

THE SHAREHOLDERS REFERRED TO HEREIN

and

[•]

Dated as of [•]

Table of Contents

1. Certain Definitions	1
2. Shelf Registration Statements	4
3. Piggyback Registrations	5
4. Holdback Agreements	7
5. Registration Procedures	7
6. Registration Expenses	11
7. Indemnification	11
8. Transfer of Registration Rights to Permitted Transferees	14
9. Miscellaneous	14

     REGISTRATION RIGHTS AGREEMENT dated as of •, among [•] (the “Company”), Travelport Intermediate Limited, a Bermuda exempted company (“Travelport Intermediate”) and the parties listed under the heading “New Shareholders” on the signature pages hereto (the “New Shareholders” and, together with Travelport Intermediate, the “Shareholders”).

     In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

     1. Certain Definitions.

     In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

     “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Notwithstanding anything herein to the contrary, no New Shareholder shall be deemed to be an Affiliate of the Company, any Affiliate of the Company of any other Person that would be deemed to be an Affiliate of the Company pursuant to this definition.

     “Agreement” means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative.

     “Business Day” means any day, except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

     “Closing Date” has the meaning set forth in the Shareholders’ Agreement.

     “Company Shares” means common shares with par value [•] per share of the Company.

     “Company” has the meaning set forth in the introductory paragraph and includes any other person referred to in Section 9(d) hereof.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “FINRA” means the Financial Industry Regulatory Authority Inc. or any successor thereof.

1

     “Governmental Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

     “Initial Public Offering” has the meaning set forth in the Shareholders’ Agreement.

     “Initiating Shareholders” has the meaning set forth in Section 2(a) hereof.

     “Outstanding Company Shares” has the meaning set forth in the Shareholders’ Agreement.

     “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity.

     “Piggyback Registration” has the meaning set forth in Section 3(a) hereof.

     “Piggyback Registration Statement” has the meaning set forth in Section 3(a) hereof.

     “Prospectus” means the prospectus or prospectuses forming a part of, or deemed to form a part of, or included in, or deemed included in, any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Company Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses and including any disclosure document required for an Initial Public Offering or subsequent offering of shares outside the U.S.

     “Registrable Company Shares” means any Company Shares beneficially owned by any Shareholders, including those issued as Share Consideration, and any other security into or for which Company Shares have been converted, substituted or exchanged and any security issued or issuable with respect thereto upon any stock dividend or stock split. Notwithstanding the foregoing, any and all securities referred to in the immediately preceding sentence that at any time after the date hereof (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act or (c) are not outstanding shall cease to be Registrable Company Shares for all purposes of this Agreement and the Company’s obligations regarding Registrable Company Shares hereunder shall cease to apply with respect to such security.

     “Registration Expenses” has the meaning set forth in Section 6(a) hereof.

2

     “Registration Statement” means any registration statement of the Company that covers any of the Registrable Company Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated by reference, if any, in such Registration Statement and including any disclosure document required for an Initial Public Offering or subsequent offering of shares outside the U.S.

     “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.

     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.

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

     “Securities Act” means the United States Securities Act of 1933, as in effect from time to time.

     “Share Consideration” means, collectively, the Company Shares received by the New Shareholders pursuant to Section 5.5 of the Shareholders’ Agreement upon an Initial Public Offering of the Company.

     “Shareholder” has the meaning set forth in the introductory paragraph. References herein to a Shareholder shall apply to its transferees.

     “Shareholders’ Agreement” means the Shareholders’ Agreement, dated as of October 3, 2011, among Travelport Worldwide Limited, a Bermuda exempted company, Travelport Holdings Limited, a Bermuda exempted company, Travelport Limited, a Bermuda exempted company, Travelport Intermediate, the parties listed under the heading “New Shareholders” on the signature pages thereto, the Blackstone Funds (as defined in the Shareholders’ Agreement), TDS Investor (Cayman), L.P., a Cayman island limited partnership, and the other signatories party thereto.

     “Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.

     “Suspension Notice” has the meaning set forth in Section 5(a)(iv) hereof.

     “Termination Date” means the first date on which there are no Registrable Company Shares.

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     2. Shelf Registration Statements.

     (a) Right to Demand Registration. Subject to the provisions hereof, after an Initial Public Offering and until the Termination Date, if any New Shareholder or New Shareholders holding at least 2% of the Company Shares held by the New Shareholders (the “Initiating Shareholders”), request registration under the Securities Act or equivalent foreign securities laws of all or part of the Registrable Company Shares (a “Demand Request”), the Company shall use its best efforts to promptly file a registration statement on Form S-1, Form S-3 or such other form under the Securities Act or equivalent foreign securities laws then available to the Company providing for the resale pursuant to Rule 415 or applicable foreign regulation from time to time by the New Shareholders of such number of shares of Registrable Company Shares requested by the Initiating Shareholders to be registered thereby (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, or any disclosure document required by such foreign securities laws in such registration statement, the “Shelf Registration Statement”). The Company shall, within ten (10) Business Days after receipt of such Demand Request, give written notice of such request to all of the other Shareholders, and subject to Sections 2(b), 2(c) and Section 5, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC or equivalent foreign regulatory body as promptly as practicable following such filing. Neither the Company nor any Shareholders may include Company Shares in such Shelf Registration Statement, other than Travelport Intermediate and the New Shareholders, without the prior written consent of the majority of the Registrable Company Shares held by the Initiating Shareholders. The Company shall maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the first date as of which all the shares of Registrable Company Shares included in the Shelf Registration Statement have been sold or (b) such time that all shares includes in such Registration Statement cease to be Registrable Company Shares. If holders of majority of the Registrable Company Shares held by the Initiating Shareholders request to register such Registrable Company Shares in an underwritten offering, such holders shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such selected underwriter is reasonably acceptable to the Company.

     (b) Number of Demand Registrations. Subject to the provisions of Section 2(a), the Initiating Shareholders shall be entitled to request an aggregate of two (2) Demand Requests, the second of which may not be exercised within twelve (12) months of the effective date of the previous Shelf Registration Statement. A demand request to register the Registrable Company Shares will not count as one of the Demand Request if (i) the Registration Statement relating thereto has not become effective, (ii) after the applicable Registration Statement has become effective, such Registration Statement becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other Governmental Entity or court for any reason not attributable to any Shareholder (or any of its Affiliates) that has included Registrable Company Shares in such

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Registration and such stop order, injunction or other order or restriction is not thereafter eliminated so as to permit the completion of the sale of Registrable Company Shares pursuant to such Registration Statement.

     (c) Restrictions on Demand Registrations. The Company may postpone once for up to ninety (90) days in any 365-day period the filing or the effectiveness of a Shelf Registration Statement if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary if the Company’s board of directors has reasonably determined that it would be materially detrimental to the Company if it were to disclose previously undisclosed material transactions or other matters at such time; provided, however, that in no event shall the Company withdraw a Registration Statement after such Registration Statement has been declared effective; and provided, further, however, that the Initiating Shareholders requesting such Shelf Registration Statement shall be entitled to withdraw such request and, if such request is withdrawn, such Shelf Registration Statement shall not count as one of the Demand Requests for, among other things, purposes of Section 2(b). The Company shall provide written notice to the Initiating Shareholders requesting such Shelf Registration Statement of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

     (d) Priority on Demand Registrations. If a Demand Registration is initiated under this Section 2 as an underwritten registration and the managing underwriter advises the Company in writing that in its opinion the number of securities requested and permitted to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the Registrable Company Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders and (ii) second, to securities requested to be included in such registration by other security holders, if any.

     3. Piggyback Registrations.

     (a) New Shareholders’ Right to Piggyback. Whenever prior to the Termination Date the Company proposes to publicly sell or register for sale any of its common equity securities pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act or equivalent foreign securities laws (other than on a registration statement on Form S-8, F-8, S-4 or F-4 or a registration statement on Form S-3 covering solely a dividend reinvestment plan or equivalent foreign securities laws), whether for its own account or for the account of one or more security holders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice to the New Shareholders of its intention to effect such sale or registration and, subject to

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Sections 3(b),3(c) and 3(d), shall include in such transaction all Registrable Company Shares with respect to which the Company has received a written request from the New Shareholders for inclusion therein within twenty (20) days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion, without prejudice to the Shareholders’ right to immediately request a Shelf Registration Statement hereunder. A Piggyback Registration shall not be considered a Shelf Registration Statement for purposes of Section 2(a) of this Agreement.

     (b) Travelport Intermediate’s Right to Piggyback. Whenever prior to the Termination Date the Company proposes a Piggyback Registration, the Company shall give prompt written notice to Travelport Intermediate of its intention to effect such sale or registration and, subject to Sections 3(a), 3(c) and 3(d), shall include in such transaction all Registrable Company Shares with respect to which the Company has received a written request from Travelport Intermediate for inclusion therein within twenty (20) days after the receipt of the Company’s notice.

     (c) Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the use of proceeds does not include the repurchase, redemption, acquisition or retirement of capital stock of the Company (a “Share Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Company Shares requested to be included therein by the Shareholders (pro rata based on the number of Company Shares requested to be registered) and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

     (d) Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Company Shares or on behalf of the Company where the use of proceeds includes a Share Repurchase, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold with-out having such effect, allocated (i) first, to the Registrable Company Shares which the Shareholders requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders and (ii) second, to securities requested to be included in such registration by Travelport Intermediate and other security holders.

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     (e) Selection of Underwriters. If any Piggyback Registration Statement involves a primary or secondary underwritten offering, the Company shall have the right to select the managing underwriter(s) or underwriters to administer any such offering.

     (f) Basis of Participations. Each Shareholder may not sell Registrable Company Shares in any offering pursuant to a Piggyback Registration Statement unless it (i) agrees to sell such Registrable Company Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other holders involved in such Piggyback Registration Statement and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents reasonably required to be provided under the terms of such arrangements; provided that the Company agrees that no New Shareholder shall be required to make representations and warranties to the Company or the underwriters other than with respect to its ownership of its Registrable Company Shares being registered and other customary representations.

     (g) Other Registrations. The Company shall not grant to any Person the right, other than as set forth herein and except to employees of the Company with respect to registrations on Form S-8 (or any successor forms thereto), to request the Company to register any securities of the Company except such rights as are not more favorable than or inconsistent with the rights granted to the Shareholders and that do not adversely affect the priorities set forth herein of the Shareholders.

     4. Holdback Agreements.

     (a) If requested by the managing underwriter of an underwritten offering of the Company’s equity securities, the Shareholder shall not sell or otherwise transfer or dispose of any shares of Registrable Company Shares during the period ten (10) days prior to and one hundred and eighty (180) days following the pricing date of the offering of the Company’s securities, and if requested by any such underwriter, the Shareholder will reconfirm such agreement in writing prior to any such offering; provided that no Shareholder shall be relieved of such obligation in any respect unless all New Shareholders are relieved in the same respect.

     5. Registration Procedures.

     (a) Whenever required under this Agreement, the Company shall use its best efforts to effect the registration of any Registrable Company Shares, as expeditiously as possible:

     (i) prepare and file with the SEC or equivalent foreign regulatory body, a Registration Statement with respect to such Registrable Company Shares and use its best efforts to cause such Registration Statement to become effective as soon as practicable thereafter;

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     (ii) prepare and file with the SEC or equivalent foreign regulatory body such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for an aggregate of six (6) months (or such longer period provided in Section 2, in the case of a Shelf Registration Statement), or such shorter period as is necessary to complete the distribution of the securities covered by such Shelf Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the plan of distribution set forth in such Registration Statement;

     (iii) use its reasonable best efforts to register or qualify such Registrable Company Shares under such other securities or blue sky laws of such U.S. jurisdictions as the Shareholders reasonably requests in writing (provided, that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iii), (2) subject itself to taxation in any such jurisdiction (3) consent to general service of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statement);

     (iv) notify the Shareholders, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which any Prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading (a “Suspension Notice”);

     (v) make available for inspection by the Shareholders and any attorney, accountant or other agent retained by any such Shareholder or underwriter, if any, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Shareholders to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act in connection with such Registration Statement; provided, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of such parties; and provided further that each Person receiving such information shall, as a condition to receiving such information, agree in writing to keep such information confidential and to take such actions as are reasonably necessary to protect the confidentiality of such information;

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     (vi) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriters of such offering and take all other actions (including, without limitation, causing representatives of the Company to participate in any “road show” or “road shows”) as the holders of a majority of the Registrable Company Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Company Shares (including effecting a stock split or a combination of shares);

     (vii) in the event of an underwritten offering, to furnish to such underwriters in customary form:

(1) an opinion of counsel to the Company and

(2) a “comfort” letter signed by the Company’s independent public accountants;

     (viii) cooperate and assist in any filings required to be made with FINRA in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of the FINRA);

     (ix) use its reasonable best efforts to cause all Registrable Company Shares to be listed on any securities exchange on which similar securities issued by the Company are then listed; provided that the applicable listing requirements are satisfied;

     (x) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC or equivalent foreign regulatory body as related to the Company’s obligations hereunder, and, if applicable, use its reasonable best efforts to make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least twelve (12) months which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any similar rule as may be adopted by the SEC;

     (xi) promptly notify the Shareholders:

(1) when the Registration Statement, any pre-effective amendment, the Prospectus or post-effective amendment to the Registration Statement has been filed (but not including any report filed or furnished pursuant to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

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(2) of any written request by the SEC or equivalent foreign regulatory body for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC or equivalent foreign regulatory body relating to the Registration Statement;

(3) of the notification to the Company by the SEC or equivalent foreign regulatory body of its initiation of any proceeding with respect to the issuance or threatened issuance by the SEC or equivalent foreign regulatory body of any stop order, or similar foreign order, suspending the effectiveness of the Registration Statement and take all action required to prevent the entry of such stop order or to remove it if entered;

(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Company Shares for sale under the applicable securities or blue sky laws of any jurisdiction; and

     (xii) take all other steps reasonably necessary to effect the registration of the Registrable Company Shares contemplated hereby.

     (b) The Company shall make available to the Shareholders (i) prior to filing a Registration Statement, at least one (1) copy of such Registration Statement as is proposed to be filed (including each Prospectus), (ii) as soon as practicable after the same is prepared and publicly distributed, filed with the SEC or equivalent foreign regulatory body, or received by the Company, one copy of each Registration Statement and any amendment thereto, each Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Company to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and each item of correspondence from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such Registration Statement, and (iii) such number of copies of each Prospectus and all amendments and supplements thereto and such other documents as the Shareholders may reasonably request in order to facilitate the disposition of the Registrable Company Shares, provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company.

     (c) Each Shareholder shall furnish to the Company any information regarding the Shareholder and the distribution of such securities as the Company reasonably determines is required to be included in any Registration Statement.

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     (d) Each Shareholder agrees that, upon receipt of a Suspension Notice from the Company, the Shareholder will forthwith discontinue disposition of Registrable Company Shares pursuant to such Registration Statement until the Shareholder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus.

     (e) The Shareholders shall not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with any registration statement covering Registrable Company Shares, without the prior written consent of the Company.

     6. Registration Expenses.

     (a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration and filing fees (including SEC registration fees and FINRA filing fees), fees and expenses of compliance with securities or blue sky laws, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, fees and disbursements of counsel for the Company, reasonably documented fees and disbursements of one counsel for all of the New Shareholders and all accountants and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) (but not including any brokerage commissions, underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Registrable Company Shares), shall be borne by the Company. Each Shareholder shall bear the cost of all underwriting discounts and commissions and transfer taxes, if any, associated with any sale of Registrable Company Shares that such Shareholder has elected to include in such Registration Statement.

     7. Indemnification.

     (a) The Company agrees to indemnify and hold harmless each Shareholder, its partners, members, directors, officers, Affiliates, agents and representatives and each Person who controls (within the meaning of Section 15 of the Securities Act) each Shareholder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (each, a “Liability” and collectively, “Liabilities”), arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement or Prospectus or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made, except insofar as such Liability (x) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in such Registration Statement or Prospectus in reliance and in conformity with information furnished in writing to the Company by the Shareholder expressly for use therein, and the Company will reimburse such Shareholder or underwriter and each such director, officer, partner, agent, affiliate and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating

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or defending any such loss, claim, liability, action or proceeding (y) arises out of or is based upon offers or sales effected by any Shareholder “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized by the Company, or (z) was caused by a Shareholder’s failure to deliver or make available to the Shareholder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be delivered or made available); provided, however, the obligations of the Company hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party. The Company shall also provide customary indemnities to any underwriters of the Registrable Company Shares, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Company Shares.

     (b) Each Shareholder agrees to indemnify and hold harmless the Company, its directors, officers, Affiliates, agents and representatives, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Shareholder, but only (x) if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by a Shareholder expressly for use in such Registration Statement or Prospectus or if such statement or alleged statement or (y) for any Liability which arises out of or is based upon offers or sales by the Shareholder “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized by the Company; provided, however, that (x) a Shareholder shall not be liable hereunder for any amounts in excess of the net proceeds actually received by the Shareholder pursuant to such registration, and (y) the obligations of each Shareholder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Shareholder (which consent shall not be unreasonably withheld, conditioned or delayed).

     (c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Upon such notice being provided to the indemnifying party, the indemnifying party may, upon providing written notice to an indemnified party promptly after the receipt of written notice from such indemnified party, participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, assume the

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defense of such claim or proceeding, at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party, unless in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, in which case the indemnified party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the expense of the indemnifying party. The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the indemnified party unless (i) the indemnifying party agrees to pay the same or (ii) the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party, the indemnified party shall not be subject to any liability for any settlement made by the indemnifying party without its consent (but such consent will not be unreasonably withheld), unless such settlement includes an unconditional release of such indemnified party from all liability for claims that are the subject matter of such proceeding. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder except to the extent the indemnifying party is materially prejudiced by such failure to give notice

     (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

     (e) If the indemnification provided for in or pursuant to this Section 7 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and of the indemnified party on the other in connection with the offering of the Registrable Company Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other shall be determined

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by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of a Shareholder (including, without limitation, pursuant to any other indemnification or contribution obligation such indemnifying party may have) be greater in amount than the amount of net proceeds actually received by the Shareholder upon such sale.

     8. Transfer of Registration Rights to Permitted Transferees.

          (a) If a Shareholder transfers any Registrable Company Shares to a transferee, such transferee shall, together with other transferees and such Shareholder, also have the rights of such Shareholder under this Agreement with respect to such Registrable Company Shares but only if the transferee signs and delivers to the Company a written acknowledgment that it has joined with such Shareholder and the other transferees as a party to this Agreement and has assumed the rights and obligations of such Shareholder hereunder with respect to the Registrable Company Shares transferred to it by such Shareholder.

          (b) Upon any effective transfer, the transferee shall automatically have the rights so transferred, and such Shareholder’s obligations under this Agreement, and the rights with respect to the Registrable Company Shares not so transferred, shall continue.

     9. Miscellaneous.

     (a) Rule 144. The Company covenants that, if it is required to file reports under the Exchange Act, it will use reasonable best efforts to file the reports required to be filed by it under the Exchange Act, all to the extent required from time to time to enable such Shareholder to sell Registrable Company Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Company Shares, the Company will deliver to such Shareholder a written statement as to whether it has complied with such information and requirements.

     (b) Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be hand delivered or mailed postage prepaid by registered or certified mail or by facsimile transmission (with immediate telephone confirmation thereafter) and, in the case of notices from the Shareholders, shall also be sent via e-mail,

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          If to the Company:

[•]
22 Elm Place
Rye, New York 10580
Facsimile: (914) 967-0128
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

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

Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Facsimile: (212) 735-2000
Attention: Gregory A. Fernicola or Andrea L. Nicolas
E-mail: Gregory.Fernicola@skadden.com; Andrea.Nicolas@skadden.com

          If to Travelport Intermediate:

Travelport Intermediate Limited
22 Elm Place
Rye, New York 10580
Facsimile: (914) 967-0128
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

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

Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Facsimile: (212) 735-2000
Attention: Gregory A. Fernicola or Andrea L. Nicolas
E-mail: Gregory.Fernicola@skadden.com; Andrea.Nicolas@skadden.com

If to the New Shareholders, at such names and addresses on Schedule I to the Shareholders’ Agreement.

     If to a transferee Shareholder, to the address of such transferee Shareholder set forth in the transfer documentation provided to the Company;

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          in each case with copies to (which shall not constitute notice):

Travelport Intermediate Limited
22 Elm Place
Rye, New York 10580
Facsimile: (914) 967-0128
Attention: Eric Bock
E-mail: Eric.Bock@travelport.com

or at such other address as such party each may specify by written notice to the others, and each such notice, request, consent and other communication shall for all purposes of the Agreement be treated as being effective or having been given when delivered personally, upon one Business Day after being deposited with a courier if delivered by courier, upon receipt of facsimile confirmation if transmitted by facsimile, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid.

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

     (d) Successors. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

     (e) Governing Law. The internal laws, and not the laws of conflicts (other than Section 5-1401 of the General Obligations Law of the State of New York), of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

     (f) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the forego

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ing, each party agrees that service of process on such party as provided in Section 9(a) shall be deemed effective service of process on such party.

     (g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     (h) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the original parties hereto and each person who becomes a party hereto, and their respective successors and assigns.

     (i) Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

     (j) Entire Agreement. This Agreement (together with the Shareholders’ Agreement) contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all other prior agreements, written or oral, among the parties hereto, including the term sheet, dated September 17, 2011, as amended, with respect to the subject matter hereof.

     (k) Captions. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any provision of this Agreement.

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

     (m) Amendments. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company, Travelport Intermediate and New Shareholders owning a majority

17

of the Registrable Company Shares then outstanding and owned by New Shareholders.

     (n) Equitable Relief. The parties hereto agree that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

     IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the parties hereto as of the date first written above.

18

COMPANY [•]
By:
	Name:
	Title:
TRAVELPORT INTERMEDIATE TRAVELPORT INTERMEDIATE LIMITED
By:
	Name:
	Title:

19

NEW SHAREHOLDERS [                      ]
By:
	Name:
	Title:
[                      ]
By:
	Name:
	Title:
[                       ]
By:
	Name:
	Title:
[                       ]
By:
	Name:
	Title:
[                       ]
By:
	Name:
	Title:

Exhibit C

COMPANY’S MEMORANDUM OF ASSOCIATION

FORM NO. 2

BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION
OF

TDS Investor (Bermuda) 3 Ltd.
(hereinafter referred to as “the Company”)

1.	The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
2.	We, the undersigned, namely,

		BERMUDIAN		NUMBER OF
		STATUS		SHARES
NAME	ADDRESS	(Yes/No)	NATIONALITY	SUBSCRIBED
D.J. Doyle	Clarendon House 2 Church Street Hamilton HM 11 Bermuda	Yes	British	One
C.G. Garrod	”	Yes	British	One
A.R. Guilfoyle	”	No	British	One

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

3.	The Company is to be an exempted Company as defined by the Companies Act 1981.
4.	The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding in all, including the following parcels:-
	N/A
5.	The authorised share capital of the Company is US$12,000 divided into shares of US$1.00 each. The minimum subscribed share capital of the Company is US$12,000.
6.	The objects for which the Company is formed and incorporated are -
(1)	To acquire by purchase or otherwise, buy, own, hold, create, market, design, assemble, manufacture, repair, lease, hire, let, sell, dispose of (with or without consideration or benefit), maintain, improve, develop, manage, invent, build, construct, operate, package and otherwise trade, invest or deal in and with products, financial instruments, goods, and real and personal property of all kinds whatsoever and wheresoever situated, and enter into arrangements for or with respect to any of the foregoing;
(2)	To perform, provide, procure, market and deal in services and undertakings of all kinds;
(3)	To advise and act as consultants and managers of all kinds and, without limiting the generality of the foregoing, to provide investment and financial advice, consultation and management services;
(4)	To research, create, develop, invent, improve, discover, design, collate and draft original works, software, inventions, designs, concepts, formulas, processes, strategies, methodologies and the like, and acquire, build, own, hold, sell, lease, license, dispose of (with or without consideration or benefit), market, franchise, and otherwise exploit and deal in or with all intellectual and intangible property rights pertaining thereto whether registered or not, including but not limited to trade and service marks, trade names, copyrights, computer software, inventions, designs, patents, provisional patents, utility models, trade secrets, confidential information, know how, get-up and any other rights and privileges vesting in or attaching thereto;
(5)	To explore for, drill for, mine for, quarry for, move, transport, and refine metals, minerals, fossil fuel, petroleum, hydrocarbon products including, without limiting the generality of the foregoing, oil and oil products, and precious stones of all kinds and to prepare the same for sale or use;
(6)	To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence;
(7)	To own, manage, operate, act as agents with respect to, build, repair, acquire, own, sell, charter, or deal in ships and aircraft;

(8)	To lend to or deposit with any person funds, property or assets and to provide collateral or credit enhancement for loans, leasing or other forms of financing, with or without consideration or benefit;
(9)	To create, enter into, undertake, procure, arrange for, acquire by purchase or otherwise, buy, own, hold, sell or otherwise dispose of (with or without consideration or benefit), trade, invest and or otherwise deal in, whether on a speculative basis or otherwise, all and or any kind of (including without limitation all and or any combinations of and all and or any rights or interests under) instrument, agreement, contract, covenant and undertaking, including without limiting the generality of the foregoing, derivative instrument, agreement or contract, option, swap option contract, bond, warrant, debenture, equity, forward exchange contract, forward rate contract, future, hedge, security, note, certificate of deposit, unit, guarantee and or financial instrument; and
(10)	To carry on any trade or business which can, in the opinion of the board of directors, be advantageously carried on by the Company.
7.	Powers of the Company
1.	The Company shall, pursuant to Section 42 of the Companies Act 1981, have the power to issue preference shares which are, at the option of the holder, liable to be redeemed.
2.	The Company shall, pursuant to Section 42A of the Companies Act 1981, have the power to purchase its own shares.

Signed by each subscribers in the presence of at least one witness attesting the signature thereof

[ILLEGIBLE]	[ILLEGIBLE]
[ILLEGIBLE]	[ILLEGIBLE]
[ILLEGIBLE]	[ILLEGIBLE]
(Subscribers)	(Witnesses)

SUBSCRIBED this July 12^th 2006.

THE COMPANIES ACT 1981

FIRST SCHEDULE

A company limited by shares, or other company having a share capital, may exercise all or any of the following powers subject to any provision of the law or its memorandum:

1.	[Deleted]
2.	to acquire or undertake the whole or any part of the business, property and liabilities of any person carrying on any business that the company is authorised to carry on;
3.	to apply for register, purchase, lease, acquire, hold, use, control, licence, sell, assign or dispose of patents, patent rights, copyrights, trade makers, formulae, licences, inventions, processes, distinctive makers and similar rights;
4.	to enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorised to carry on or engage in or any business or transaction capable of being conducted so as to benefit the company;
5.	to take or otherwise acquire and hold securities in any other body corporate having objects altogether or in part similar to those of the company or carrying on any business capable of being conducted so as to benefit the company;
6.	subject to section 96 to lend money to any employee or to any person having dealings with the company or with whom the company proposes to have dealings or to any other body corporate any of those shares are held by the company;
7.	to apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority or any body corporation or other public body may be empowered to grant, and to pay for, aid in and contribute toward carrying it into effect and to assume any liabilities or obligations incidental thereto;
8.	to establish and support or aid in the establishment and support of associations, institutions, funds or trusts for the benefit of employees or former employees of the company or its predecessors, or the dependants or connections of such employees or former employees, and grant pensions and allowances, and make payments towards insurance or for any object similar to those set forth in this paragraph, and to subscribe or guarantee money for charitable, benevolent, educational and religious objects or for any exhibition or for any public, general or useful objects;

9.	to promote any company for the purpose of acquiring or taking over any of the property and liabilities of the company or for any other purpose that may benefit the company;
10.	to purchase, lease, take in exchange, hire or otherwise acquire any personal property and any rights or privileges that the company considers necessary or convenient for the purposes of its business;
11.	to construct, maintain, alter, renovate and demolish any buildings or works necessary or convenient for its objects;
12.	to take land in Bermuda by way of lease or leasing agreement for a term not exceeding fifty years, being land “bona fide” required for the purposes of the business of the company and with the consent of the Minister granted in his discretion to take land in Bermuda by way of lease or leasing agreement for a term not exceeding twenty-one years in order to provide accommodation or recreational facilities for its officers and employees and when no longer necessary for any of the above purposes to terminate or transfer the lease or letting agreement;
13.	except to the extent, if any, as may be otherwise expressly provided in its incorporating Act or memorandum and subject to the provisions of this Act every company shall have power to invest the moneys of the Company by way of mortgage of real or personal property of every description in Bermuda or elsewhere and to sell, exchange, vary, or dispose of such mortgage as the company shall from time to time determine;
14.	to construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electric works, shops, stores and other works and conveniences that may advance the interests of the company and contribute to, subsidise or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof;
15.	to raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person and guarantee the performance or fulfilment of any contracts or obligations of any person, and in particular guarantee the payment of the principal of and interest on the debt obligations of any such person;
16.	to borrow or raise or secure the payment of money in such manner as the company may think fit;
17.	to draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments;
18.	when properly authorised to do so, to sell, lease, exchange or otherwise dispose of the undertaking of the company or any part thereof as an entirety or substantially as an entirety for such consideration as the company thinks fit;

-2-

19.	to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with the property of the company in the ordinary course of its business;
20.	to adopt such means of making known the products of the company as may seem expedient, and in particular by advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes and rewards and making donations;
21.	to cause the company to be registered and recognised in any foreign jurisdiction, and designate persons therein according to the laws of that foreign jurisdiction or to represent the company and to accept service for and on behalf of the company of any process or suit;
22.	to allot and issue fully-paid shares of the company in payment or part payment of any property purchase or otherwise acquired by the company or for any past services performed for the company;
23.	to distribute among the members of the company in cash, kind, specie or otherwise as may be resolved, by way of dividend, bonus or in any other manner considered advisable, any property of the company, but not so as to decrease the capital of the company unless the distribution is made for the purpose of enabling the company to be dissolved or the distribution, apart from this paragraph, would be otherwise lawful;
24.	to establish agencies and branches;
25.	to take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or of any unpaid balance of the purchase price, of any part of the property of the company of whatsoever kind sold by the company, or for any money due to the company from purchasers and others and to sell or otherwise dispose of any such mortgage, hypothec, lien or charge;
26.	to pay all costs and expenses of or incidental to the incorporation and organisation of the company;
27.	to invest and deal with the moneys of the company not immediately required for the objects of the company in such manner as may be determined;
28.	to do any of the things authorised by this subsection and all things authorised by its memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in conjunction with others;
29.	to do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the company.
	Every company may exercise its powers beyond the boundaries of Bermuda to the extent to which the laws in force where the powers are sought to be exercised permit.

- 3 -

Exhibit D

COMPANY’S BYE-LAWS

AMENDED AND RESTATED
BYE-LAWS
OF
Travelport Worldwide Limited
Formerly known as
TDS Investor (Bermuda) 3 Ltd.

TABLE OF CONTENTS

INTERPRETATION

1. Definitions

SHARES

2. Power to Issue Shares

3. Power of the Company to Purchase its Shares

4. Rights Attaching to Shares

5. Calls on Shares

6. Prohibition on Financial Assistance

7. Forfeiture of Shares

8. Share Certificates

9. Fractional Shares

REGISTRATION OF SHARES

10. Register of Members

11. Registered Holder Absolute Owner

12. Transfer of Registered Shares

13. Transmission of Registered Shares

ALTERATION OF SHARE CAPITAL

14. Power to Alter Capital

15. Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

16. Dividends

17. Power to Set Aside Profits

18. Method of Payment

19. Capitalisation

MEETINGS OF MEMBERS

20. Annual General Meetings

21. Special General Meetings

22. Requisitioned General Meetings

23. Notice

24. Giving Notice

25. Postponement of General Meeting

26. Participating in Meetings by Telephone

27. Quorum at General Meetings

28. Chairman to Preside

29. Voting on Resolutions

30. Power to Demand a Vote on a Poll

31. Voting by Joint Holders of Shares

32. Instrument of Proxy

33. Representation of Corporate Member

34. Adjournment of General Meeting

35. Written Resolutions

36. Directors Attendance at General Meetings

DIRECTORS AND OFFICERS

37. Election of Directors

38. Number of Directors

39. Term of Office of Directors

40. Alternate Directors

41. Removal of Directors

42. Vacancy in the Office of Director

43. Remuneration of Directors

44. Defect in Appointment of Director

45. Directors to Manage Business

46. Powers of the Board of Directors

47. Register of Directors and Officers

48. Officers

49. Appointment of Officers

50. Duties of Officers

51. Remuneration of Officers

52. Conflicts of Interest

53. Indemnification and Exculpation of Directors and Officers

MEETINGS OF THE BOARD OF DIRECTORS

54. Board Meetings

55. Notice of Board Meetings

56. Participation in Meetings by Telephone

57. Quorum at Board Meetings

58. Board to Continue in the Event of Vacancy

59. Chairman to Preside

60. Written Resolutions

61. Validity of Prior Acts of the Board

CORPORATE RECORDS

62. Minutes

63. Place Where Corporate Records Kept

64. Form and Use of Seal

ACCOUNTS

65. Books of Account

66. Financial Year End

AUDITS

67. Annual Audit

68. Appointment of Auditor

69. Remuneration of Auditor

70. Duties of Auditor

71. Access to Records

72. Financial Statements

73. Distribution of Auditor’s Report

74. Vacancy in the Office of Auditor

VOLUNTARY WINDING-UP AND DISSOLUTION

75. Winding-Up

CHANGES TO CONSTITUTION

76. Changes to Bye-laws

77. Changes to the Memorandum of Association

78. Discontinuance

Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 1

INTERPRETATION

1. Definitions

1.1 In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act	the Companies Act 1981 as amended from time to time;
Alternate Director	an alternate director appointed in accordance with these Bye-laws;
Auditor	includes an individual or partnership;
Board	the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
Company	the company for which these Bye-laws are approved and confirmed;
Director	a director of the Company and shall include an Alternate Director;
Member	the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
notice	written notice as further provided in these Bye-laws unless otherwise specifically stated;
Officer	any person appointed by the Board to hold an office in the Company;
Register of Directors and Officers	the register of directors and officers referred to in these Bye-laws;
Register of Members	the register of members referred to in these Bye-laws;
Resident Representative	any person appointed to act as resident representative and includes any deputy or assistant resident representative;
Secretary	the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or

Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 2

	assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and
Shareholders’ Agreement	the shareholders’ agreement among the Company, Travelport Intermediate Limited, Travelport Holdings Limited, Travelport Limited, TDS Investor (Cayman) L.P. and the other parties named therein to be dated on or around October 3, 2011, as such may be amended and restated from time to time.

1.2 In these Bye-laws, where not inconsistent with the context:

(a)	words denoting the plural number include the singular number and vice versa;
(b)	words denoting the masculine gender include the feminine and neuter genders;
(c)	words importing persons include companies, associations or bodies of persons whether corporate or not;
(d)	the words:

(i)	“may” shall be construed as permissive; and
(ii)	“shall” shall be construed as imperative; and

(e) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3	In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
1.4	Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.
1.5	Subject to the Act, in the event of any conflict, inconsistency or discrepancy between these Bye-laws and the Shareholders’ Agreement, the terms of the Shareholders’ Agreement shall prevail.

SHARES

2. Power to Issue Shares

2.1 Subject to the Shareholders’ Agreement, these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe.

Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 3

2.2 Subject to the Shareholders’ Agreement and the provisions of the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

3.	Power of the Company to Purchase its Shares
	The Company may purchase its own shares in accordance with the provisions of the Act and as permitted by the Shareholders’ Agreement on such terms as the Board shall think fit. The Board may exercise all the powers of the Company to purchase all or any part of its own shares in accordance with the Act and the provisions of the Shareholders’ Agreement.

4. Rights Attaching to Shares

Subject to any resolution of the Members to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of these Bye-laws:

(a)	be entitled to one vote per share;
(b)	be entitled to such dividends as the Board may from time to time declare;
(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d)	generally be entitled to enjoy all of the rights attaching to shares.

5. Calls on Shares

5.1	The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.
5.2	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
5.3	The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

6. Prohibition on Financial Assistance

The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of the acquisition or proposed

Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 4

acquisition by any person of any shares in the Company, but nothing in this Bye-law shall prohibit transactions permitted under the Act and subject to any relevant provisions of the Shareholders Agreement.

7. Forfeiture of Shares

7.1 If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call
• (the “Company”)

You have failed to pay the call of [amount of call] made on the [ ] day of [ ], 200[ ], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [ ] day of [ ], 200[ ], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [ ] day of [ ], 200[ ] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [ ] day of [ ], 200[ ]

_______________________

[Signature of Secretary] By Order of the Board

7.2	If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws, the Shareholders’ Agreement and the Act.
7.3	A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.
7.4	The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

8. Share Certificates

8.1 The Company shall not be under an obligation to issue any share certificates to a Member and the shares of the Company shall be held in uncertificated form only.

Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 5

9. Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

10. Register of Members

10.1

The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.

10.2

The Register of Members shall be open to inspection at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

11. Registered Holder Absolute Owner

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

12. Transfer of Registered Shares

12.1	No transfer of shares shall be permitted, and the Company shall not register any such transfer, unless such transfer is made in compliance with the provisions of the Shareholders’ Agreement.
12.2	An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares
• (the “Company”)

FOR VALUE RECEIVED [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] of shares of the Company.

DATED this [ ] day of [ ], 200[ ]

Signed by:	In the presence of:
Transferor	Witness

Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 6

Transferee Witness

12.3	Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.
12.4	The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer, including compliance with the terms of the Shareholders’ Agreement as applicable.
12.5	The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
12.6	The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

13. Transmission of Registered Shares

13.1

In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

13.2

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
• (the “Company”)

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or

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her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [  ] day of [  ], 200[  ]

Signed by:	In the presence of:
Transferor	Witness
Transferee	Witness

13.3

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

13.4

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ALTERATION OF SHARE CAPITAL

14. Power to Alter Capital

14.1	The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act and as permitted by the Shareholders’ Agreement.
14.2	Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

15.

Variation of Rights Attaching to Shares

Subject to the requirements set forth in the Shareholders’ Agreement, if, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least

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holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

16. Dividends

16.1	The Board may, subject to these Bye-laws and the Shareholders’ Agreement and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
16.2	The Board may fix any date as the record date for determining the Members entitled to receive any dividend.
16.3	The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
16.4	Subject to the Shareholders’ Agreement, the Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

17.	Power to Set Aside Profits
	The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

18. Method of Payment

18.1	Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Member at such Member’s address in the Register of Members, or to such person and to such address as the holder may in writing direct.
18.2	In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
18.3	The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

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19. Capitalisation

19.1	The Board may resolve to capitalise any sum for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.
19.2	The Board may resolve to capitalise any sum for the time being standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid or nil paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution.

MEETINGS OF MEMBERS

20.	Annual General Meetings
	The annual general meeting of the Company shall be held in each year (other than the year of incorporation) at such time and place as the President or the Chairman or any two Directors or any Director and the Secretary or the Board shall appoint.
21.	Special General Meetings
	The President or the Chairman or any two Directors or any Director and the Secretary or the Board may convene a special general meeting of the Company whenever in their judgment such a meeting is necessary.
22.	Requisitioned General Meetings
	The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of the Act shall apply.
23.	Notice

23.1	Subject to the requirements of the Shareholders’ Agreement, at least five days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.
23.2	Subject to the requirements of the Shareholders’ Agreement, at least five days’ notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.
23.3	The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

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23.4

Subject to the requirements of the Shareholders’ Agreement, a general meeting of the Company shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

23.5

Subject to the requirements of the Shareholders’ Agreement, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

24. Giving Notice

24.1	A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member’s address in the Register of Members or to such other address given for the purpose. For the purposes of this Bye-law, a notice may be sent by letter mail, courier service, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form.
24.2	Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.
24.3	Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile, electronic mail, or such other method as the case may be.

25.	Postponement of General Meeting
	The Secretary may postpone any general meeting called in accordance with the provisions of these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of these Bye-laws and the Shareholders’ Agreement.
26.	Participating in Meetings by Telephone
	Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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27.1

At any general meeting of the Company two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time.

27.2

If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. If the meeting shall be adjourned to the same day one week later or the Secretary shall determine that the meeting is adjourned to a specific date, time and place, it is not necessary to give notice of the adjourned meeting other than by announcement at the meeting being adjourned. If the Secretary shall determine that the meeting be adjourned to an unspecified date, time or place, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.

28.	Chairman to Preside
	Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, and if not the President, shall act as chairman at all meetings of the Members at which such person is present. In their absence, the Deputy Chairman or Vice President, if present, shall act as chairman and in the absence of all of them a chairman shall be appointed or elected by those present at the meeting and entitled to vote.
29.	Voting on Resolutions

29.1	Subject to the provisions of the Act and these Bye-laws and the Shareholders’ Agreement, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail.
29.2	No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.
29.3	At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand.
29.4	At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairman of the meeting shall rule on whether the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

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29.5 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of that fact.

30. Power to Demand a Vote on a Poll

30.1 Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

(a)	the chairman of such meeting; or
(b)	at least three Members present in person or represented by proxy; or
(c)	any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or
(d)	any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all such shares conferring such right.

30.2	Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
30.3	A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith and a poll demanded on any other question shall be taken in such manner and at such time and place at such meeting as the chairman (or acting chairman) of the meeting may direct and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
30.4	Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman.

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31.	Voting by Joint Holders of Shares
	In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
32.	Instrument of Proxy

32.1 An instrument appointing a proxy shall be in writing or transmitted by electronic mail in substantially the following form or such other form as the chairman of the meeting shall accept:

Proxy
• (the “Company”)

I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on the [ ] day of [ ], 200[ ] and at any adjournment thereof. (Any restrictions on voting to be inserted here.)

Signed this [ ] day of [ ], 200[ ]

Member(s)

32.2	The instrument of proxy shall be signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman, by the appointor or by the appointor’s attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman, by a duly authorised officer or attorney.
32.3	A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf.
32.4	Subject to Bye-law 32.5, the decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.
32.5	Any Member may irrevocably appoint a proxy and in such case: (i) such appointment shall be irrevocable in accordance with the terms of the instrument of appointment; (ii) the Company shall be given notice of the appointment, such notice to include the name, address, telephone number and electronic mail address of the proxy, and the Company shall give to such proxy notice of all meetings of shareholders of the Company; (iii) such proxy shall be the only person entitled to vote the relevant shares at any meeting at which such proxy is present; and (iv) the Company shall be obliged to recognise the proxy until such time as such proxy shall notify the Company in writing that the appointment of such proxy is no longer in force.

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33. Representation of Corporate Member

33.1

A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

33.2

Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

34.	Adjournment of General Meeting
	The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.
35.	Written Resolutions

35.1	Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may, without a meeting be done by resolution in accordance with these Bye-laws and the Shareholders’ Agreement.
35.2	Notice of a written resolution shall be given, and a copy of the resolution shall be circulated in accordance with the requirements of the Shareholders’ Agreement to all Members who would be entitled to attend a meeting and vote thereon.
35.3	A written resolution is passed when it is signed by, or in the case of a Member that is a corporation, on behalf of, the Members who at the date the notice is given represent such majority of votes (or other required votes pursuant to the Shareholders’ Agreement) as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting.
35.4	A resolution in writing may be signed in any number of counterparts.
35.5	A resolution in writing made in accordance with this Bye-law and the Shareholders Agreement is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
35.6	A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.
35.7	This Bye-law shall not apply to:

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(a)	a resolution passed to remove an auditor from office before the expiration of his term of office; or
(b)	a resolution passed for the purpose of removing a Director before the expiration of his term of office.

35.8 For the purposes of these Bye-laws, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Member whose signature results in the necessary voting majority (or such other voting threshold as required by the Shareholders’ Agreement) being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law and the Shareholders’ Agreement, a reference to such date.

36.	Directors Attendance at General Meetings
	The Directors of the Company shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

37. Election of Directors

37.1 Subject to the Shareholders’ Agreement,

(a)	the Board of Directors shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose;
(b)	at any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.

38.	Number of Directors
	Subject to the Shareholders’ Agreement, the Board shall consist of not less than two Directors or such number in excess thereof as the Members may determine.
39.	Term of Office of Directors
	Subject to the Shareholders’ Agreement, Directors shall hold office for such term as the Members may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

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40.	Alternate Directors
40.1	At any general meeting of the Company, the Members entitled to designate or vote for any Director may elect a person or persons to act as a Director in the alternative to any such Director of the Company or may authorise the Board to appoint such Alternate Directors.
40.2	Unless the Members otherwise resolve and subject to the Shareholders’ Agreement, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice in writing deposited with the Secretary. Any person so elected or appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present.
40.3	An Alternate Director shall be entitled to receive notice of all meetings of the Board and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.
40.4	An Alternate Director shall cease to be such if the Director for whom such Alternate Director was appointed ceases for any reason to be a Director but may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy in accordance with these Bye-laws and the Shareholders’ Agreement.

41. Removal of Directors

41.1

Subject to the Shareholders’ Agreement, the Members entitled to designate or vote for the election of any Director may, at any special general meeting convened and held in accordance with these Bye-laws, remove such Director provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal.

41.2

Subject to the Shareholders’ Agreement, if a Director is removed from the Board under the provisions of these Bye-laws and the Shareholders Agreement, the Members entitled to designate or elect such Director may fill the vacancy at the meeting at which such Director is removed.

42. Vacancy in the Office of Director

42.1 The office of Director shall be vacated if the Director:

(a)	is removed from office pursuant to these Bye-laws and the Shareholders Agreement or is prohibited from being a Director by law;
(b)	is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;
(c)	is or becomes of unsound mind or dies;
(d)	resigns his office by notice in writing to the Company; or

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(e) in accordance with the terms of the Shareholders’ Agreement.

42.2 42.2 Other than the New Shareholders Directors (as such term is defined in the Shareholders’ Agreement), the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed.

43.	Remuneration of Directors
	Subject to the Shareholders’ Agreement, the remuneration (if any) of the Directors shall be determined by the Company in general meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally.
44.	Defect in Appointment of Director
	All acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
45.	Directors to Manage Business
	The business of the Company shall be managed and conducted by the Board subject to the provisions of the Shareholders’ Agreement. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Bye-laws, required to be exercised by the Company in general meeting subject, nevertheless, to these Bye-laws, the Shareholders’ Agreement, the provisions of any statute and to such directions as may be prescribed by the Company in general meeting.
46.	Powers of the Board of Directors
	Subject to the Shareholders’ Agreement, the Board may:

(a)	appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b)	exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c)	appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

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(d)	appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(e)	by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s personal seal with the same effect as the affixation of the seal of the Company;
(f)	procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g)	delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which, may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board;
(h)	delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i)	present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j)	in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k)	authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

47.	Register of Directors and Officers
	The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

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48.	Officers
	The Officers shall consist of a President and a Vice President or a Chairman and a Deputy Chairman, a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Bye-laws.
49.	Appointment of Officers
	The Board shall, as soon as possible after the statutory meeting of Members and after each annual general meeting, appoint a President and Vice President or a Chairman and Deputy Chairman who shall be Directors. The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.
50.	Duties of Officers
	The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.
51.	Remuneration of Officers
	The Officers shall receive such remuneration as the Board may determine.
52.	Conflicts of Interest

52.1	Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director’s firm, partner or company to act as Auditor to the Company.
52.2	A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.
52.3	Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.

53. Indemnification and Exculpation of Directors and Officers

53.1 The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company, any subsidiary thereof, and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be

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answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer.

53.2

The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him under the Act in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

MEETINGS OF THE BOARD OF DIRECTORS

54.	Board Meetings
	The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Subject to the requirements of the Shareholders’ Agreement, a resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.
55.	Notice of Board Meetings
	A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Subject to the Shareholders’ Agreement, notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (in person or by telephone) or otherwise communicated or sent to such Director by post, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form at such Director’s last known address or any other address given by such Director to the Company for this purpose.
56.	Participation in Meetings by Telephone
	Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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57.	Quorum at Board Meetings
	Subject to the Shareholders’ Agreement, the quorum necessary for the transaction of business at a meeting of the Board shall be two Directors.
58.	Board to Continue in the Event of Vacancy
	Subject to the Shareholders’ Agreement, the Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting of the Company; or (ii) preserving the assets of the Company.
59.	Chairman to Preside
	Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, and if not, the President shall act as chairman at all meetings of the Board at which such person is present. In their absence the Deputy Chairman or Vice President, if present, shall act as chairman and in the absence of all of them a chairman shall be appointed or elected by the Directors present at the meeting.
60.	Written Resolutions
	A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution. For the purposes of this Bye-law only, “Director” shall not include an Alternate Director.
61.	Validity of Prior Acts of the Board
	No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

62.	Minutes
	The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)	of all elections and appointments of Officers;
(b)	of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
(c)	of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

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63.	Place Where Corporate Records Kept
	Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.
64.	Form and Use of Seal

64.1

The seal of the Company shall be in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.

64.2

The seal of the Company shall not be affixed to any instrument except attested by the signature of (i) a Director and the Secretary; or (ii) any two Directors; or (iii) any person appointed by the Board for that purpose, provided that any Director, Officer or Resident Representative, may affix the seal of the Company attested by such Director, Officer or Resident Representative’s signature to any authenticated copies of these Bye-laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director, Officer or Resident Representative.

ACCOUNTS

65. Books of Account

65.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a)	all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b)	all sales and purchases of goods by the Company; and
(c)	all assets and liabilities of the Company.

65.2 Such records of account shall be kept at the registered office of the Company, or subject to the provisions of the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

66.	Financial Year End
	The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year.

AUDITS

67. Annual Audit

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.

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68. Appointment of Auditor

68.1	Subject to the provisions of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company.
68.2	The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

69.	Remuneration of Auditor
	Save in the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine. In the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of the Auditor shall be fixed by the Directors.
70.	Duties of Auditor

70.1	The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.
70.2	The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

71.	Access to Records
	The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.
72.	Financial Statements
	Subject to any rights to waive laying of accounts pursuant to the provisions of the Act, financial statements as required by the Act shall be laid before the Members in general meeting.
73.	Distribution of Auditor’s Report
	The report of the Auditor shall be submitted to the Members in general meeting.
74.	Vacancy in the Office of Auditor
	The Board may fill any casual vacancy in the office of the auditor.

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VOLUNTARY WINDING-UP AND DISSOLUTION

75.

Winding-Up

Subject to the Shareholders’ Agreement, if the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members meeting the requirements of the Shareholders’ Agreement and these Bye-laws, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

76.	Changes to Bye-laws
	No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made save in accordance with the provisions of the Act and the Shareholders’ Agreement and until the same has been approved by a resolution of the Board and by a resolution of the Members in accordance with the Shareholders’ Agreement.
77.	Changes to the Memorandum of Association
	No alteration or amendment to the Memorandum of Association shall be made save in accordance with the provisions of the Act and the Shareholders’ Agreement and until same has been approved by a resolution of the Board and by a resolution of the Members in accordance with the Shareholders’ Agreement.
78.	Discontinuance
	The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

     FOURTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of September 30, 2011 (this “Amendment”), to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010 (as heretofore amended, the “Existing Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, the Lenders from time to time party thereto, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and the other parties thereto.

          A. The Borrower has requested an amendment to the Existing Credit Agreement pursuant to which certain provisions of the Existing Credit Agreement will be amended as set forth herein. The Borrower and the other Loan Parties have further requested amendments to the Guaranty and the Security Agreement as set forth herein.

          B. The existing Dollar Revolving Credit Lenders who have an entry opposite their names on Schedule 2.01A hereto under the headings “Extended Dollar Revolving Credit Commitments” and/or “Extended Dollar Revolving Credit Loans” (such Lenders being collectively referred to as the “Extended Dollar Revolving Credit Lenders”) have agreed to extend the Maturity Date of their Dollar Revolving Credit Commitments and Dollar Revolving Credit Loans, if any, in the principal amounts reflected for each such Lender under such applicable headings (the Dollar Revolving Credit Commitments and the Dollar Revolving Credit Loans so extended being collectively referred to as the “Extended Dollar Revolving Credit Commitments” and “Extended Dollar Revolving Credit Loans”, respectively), in each case on the terms and subject to the conditions set forth herein.

          C. The existing Alternative Currency Revolving Credit Lenders who have an entry opposite their names on Schedule 2.01A hereto under the headings “Extended Alternative Currency Revolving Credit Commitments” and/or “Extended Alternative Currency Revolving Credit Loans” (such Lenders being collectively referred to as the “Extended Alternative Currency Revolving Credit Lenders”) have agreed to extend the Maturity Date of their Alternative Currency Revolving Credit Commitments and Alternative Currency Revolving Credit Loans, if any, in the principal amounts reflected for each such Lender under such applicable headings (the Alternative Currency Revolving Credit Commitments and the Alternative Currency Revolving Credit Loans so extended being collectively referred to as the “Extended Alternative Currency

2

Revolving Credit Commitments” and “Extended Alternative Currency Revolving Credit Loans”, respectively), in each case on the terms and subject to the conditions set forth herein.

          D. In order to effect the foregoing, the Borrower and the other parties hereto desire to amend and restate, as of the Fourth Amendment and Restatement Effective Date, the Existing Credit Agreement, the Guaranty and the Security Agreement, in each case on the terms and subject to the conditions set forth herein.

          Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, the Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender, the Amendment Arrangers (as defined below) and the Lenders party hereto hereby agree as follows:

          SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including the preliminary statements hereto) have the meanings assigned to them in the Existing Credit Agreement or the Restated Credit Agreement (as defined below), as the context may require. The provisions of Section 1.02 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. The term “Amendment Arrangers” means Credit Suisse Securities (USA) LLC and UBS Securities LLC, in their capacities as the joint lead arrangers and joint bookrunners for this Amendment.

          SECTION 2. Amendment and Restatement. (a) Effective as of the Fourth Amendment and Restatement Effective Date:

          (i) the Existing Credit Agreement is hereby amended and restated in its entirety to be in the form of the Fourth Amended and Restated Credit Agreement attached as Exhibit A hereto (the Existing Credit Agreement as so amended and restated, the “Restated Credit Agreement”);

          (ii) Exhibit A to the Existing Credit Agreement is hereby amended and restated to be in the form of Exhibit B hereto;

          (iii) Exhibit D to the Existing Credit Agreement is hereby amended and restated to be in the form of Exhibit C hereto;

          (iv) Exhibit E to the Existing Credit Agreement is hereby amended and restated to be in the form of Exhibit D hereto;

          (v) Exhibit F to the Existing Credit Agreement is hereby amended and restated to be in the form of Exhibit E hereto;

          (vi) Exhibit G to the Existing Credit Agreement is hereby amended and restated to be in the form of Exhibit F hereto;

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          (vii) Schedule 5.12 to the Existing Credit Agreement is hereby amended and restated to be in the form of Schedule 5.12 hereto; and

          (viii) Schedule 7.02(f) to the Existing Credit Agreement is hereby amended and restated to be in the form of Schedule 7.02(f) hereto.

          (b) Except as expressly set forth above, all schedules and exhibits referred to in the Restated Credit Agreement shall be deemed to refer to the corresponding schedules and exhibits to the Existing Credit Agreement.

          SECTION 3. Concerning the Revolving Credit Commitments and the Revolving Credit Loans. (a) On the Fourth Amendment and Restatement Effective Date, the Dollar Revolving Credit Commitments and the Dollar Revolving Credit Loans of each Extended Dollar Revolving Credit Lender in an aggregate principal amount set forth on Schedule 2.01A under the headings “Extended Dollar Revolving Credit Commitments” and “Extended Dollar Revolving Credit Loans”, respectively, in each case opposite the name of such Lender shall convert into Extended Dollar Revolving Credit Commitments and Extended Dollar Revolving Credit Loans of such Lender, respectively, and shall continue to be in effect and outstanding under the Restated Credit Agreement on the terms and conditions set forth therein. In the event the Dollar Revolving Credit Loans of any Extended Dollar Revolving Credit Lender outstanding on the Fourth Amendment and Restatement Effective Date (immediately prior to the consummation of such conversion), if any, shall be of more than one Type or, in the case of Eurocurrency Rate Loans, shall have more than one Interest Period, such conversion shall be accomplished by means of each such Dollar Revolving Credit Loan converting into an Extended Dollar Revolving Credit Loan of the same Type as such original Loan (and, where applicable, having the initial Interest Period that ends on the last day of the Interest Period applicable to such original Loan) in the same proportion as the aggregate principal amount set forth on Schedule 2.01A under the heading “Extended Dollar Revolving Credit Loans” opposite the name of such Lender bears to the aggregate principal amount of all the Dollar Revolving Credit Loans of such Lender as of the Fourth Amendment and Restatement Effective Date (determined immediately prior to the consummation of such conversion).

          (b) On the Fourth Amendment and Restatement Effective Date, the Alternative Currency Revolving Credit Commitments and the Alternative Currency Revolving Credit Loans of each Extended Alternative Currency Revolving Credit Lender in an aggregate principal amount set forth on Schedule 2.01A under the headings “Extended Alternative Currency Revolving Credit Commitments” and “Extended Alternative Currency Revolving Credit Loans”, respectively, in each case opposite the name of such Lender shall convert into Extended Alternative Currency Revolving Credit Commitments and Extended Alternative Currency Revolving Credit Loans of such Lender, respectively, and shall continue to be in effect and outstanding under the Restated Credit Agreement on the terms and conditions set forth therein. In the event the Alternative Currency Revolving Credit Loans of any Extended Alternative Currency Revolving Credit Lender outstanding on the Fourth Amendment and Restatement Effective Date (immediately prior to the consummation of such conversion), if any, shall

4

be denominated in more than one Alternative Currency or of more than one Type or, in the case of Eurocurrency Rate Loans, shall have more than one Interest Period, such conversion shall be accomplished by means of each such Alternative Currency Revolving Credit Loan converting into an Alternative Currency Revolving Credit Loan denominated in the same Alternative Currency and of the same Type as such original Loan (and, where applicable, having the initial Interest Period that ends on the last day of the Interest Period applicable to such original Loan) in the same proportion as the aggregate principal amount set forth on Schedule 2.01A under the heading “Extended Alternative Currency Revolving Credit Loans” opposite the name of such Lender bears to the aggregate principal amount of all the Alternative Currency Revolving Credit Loans of such Lender as of the Fourth Amendment and Restatement Effective Date (determined immediately prior to the consummation of such conversion).

          (c) The Dollar Revolving Credit Commitments and the Dollar Revolving Credit Loans of any Dollar Revolving Credit Lender that are not Extended Dollar Revolving Credit Commitments and Extended Dollar Revolving Credit Loans, respectively, shall constitute “Non-Extended Dollar Revolving Credit Commitments” and “Non-Extended Dollar Revolving Credit Loans”, respectively, and the Alternative Currency Revolving Credit Commitments and the Alternative Currency Revolving Credit Loans of any Alternative Currency Revolving Credit Lender that are not Extended Alternative Currency Revolving Credit Commitments and Extended Alternative Currency Revolving Credit Loans, respectively, shall constitute “Non-Extended Alternative Currency Revolving Credit Commitments” and “Non-Extended Alternative Currency Revolving Credit Loans”, respectively, in each case under the Restated Credit Agreement and shall continue to be in effect and outstanding under the Restated Credit Agreement on the terms and conditions set forth therein.

          (d) None of transactions set forth in this Section 3 shall be deemed to be a conversion of any Revolving Credit Loan into a Loan of a different Type or with a different Interest Period or a payment or prepayment of any Revolving Credit Loan, and the parties hereto hereby agree that no breakage or similar costs will accrue solely as a result of the transactions contemplated by this Section 3.

          SECTION 4. [Reserved].

          SECTION 5. Representations and Warranties. Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower hereby represent and warrant to each other party hereto that:

          (a) The execution, delivery and performance by Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within their respective corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of any such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Restated Credit Agreement), or require any payment to be made under (A)

5

any Contractual Obligation to which such Person is a party or which affects such Person or the properties of such Person or any of its Subsidiaries, or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or any of its properties is subject, or (iii) violate any material Law; except with respect to any conflict, breach, contravention or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

          (b) This Amendment has been duly executed and delivered by each of Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower, and constitutes a legal, valid and binding obligation of each such Person, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

          (c) None of the Collateral Documents in effect on the Fourth Amendment and Restatement Effective Date will be rendered invalid, non-binding or unenforceable against any Loan Party party thereto as a result of this Amendment. The Guarantees created under such Collateral Documents will continue to guarantee the Obligations (as the Obligations are modified hereunder) to the same extent as they guaranteed the Obligations immediately prior to the Fourth Amendment and Restatement Effective Date. Except as set forth on Schedule 5A hereto, (i) the Liens created under such Collateral Documents will continue to secure the Obligations (as the Obligations are modified hereunder), and will continue to be perfected, in each case, to the same extent as they secured the Obligations or were perfected immediately prior to the Fourth Amendment and Restatement Effective Date, and (ii) no further document, instrument or agreement, or any recording, filing, re-recording or re-filing of any such Collateral Document or any notice of a Lien created thereby, is required, as a result of this Amendment in order to maintain the effectiveness, perfection and priority of such Liens or to maintain the validity, binding effect or enforceability of such Guarantees.

          (d) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Restated Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Fourth Amendment and Restatement Effective Date (in each case, except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects on such respective dates.

          (e) After giving effect to the Restated Credit Agreement, no Default has occurred and is continuing.

          SECTION 6. Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Fourth Amendment and Restatement Effective Date”):

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          (a) The Amendment Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Amendment Arrangers, each L/C Issuer, the Swing Line Lender, each Extended Dollar Revolving Credit Lender, each Extended Alternative Currency Revolving Credit Lender and other Lenders that, together with the Lenders referred to above, constitute at least the Required Lenders (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable except to the extent set forth in the Memorandum to Lenders dated as of September 28, 2011).

          (b) [Reserved].

          (c) The Amendment Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:

          (i) such documents and certificates as the Amendment Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Amendment Arrangers;

          (ii) favorable legal opinions from (A) Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Loan Parties, (B) Conyers Dill & Pearman, Bermuda counsel to Parent, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) Arendt & Medernach, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Amendment Arrangers;

          (iii) a certificate from the Chief Financial Officer of the Borrower dated the Fourth Amendment and Restatement Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 5 hereof;

          (iv) evidence that all actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and

          (v) a solvency certificate from the Chief Financial Officers of the Borrower, in form and substance reasonably satisfactory to the Amendment Arrangers.

          (d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Term Lender and each Synthetic L/C Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on

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September 23, 2011 (each, a “Consenting Term Lender”), a consent fee in an aggregate amount equal to (i) (x) the aggregate principal amount of the Term Loans and the Synthetic L/C Commitment (whether used or unused) of such Lender as of such time divided by (y) the aggregate principal amount of the Term Loans and the Synthetic L/C Commitments (whether used or unused) of all Consenting Term Lenders as of such time multiplied by (ii) 4.00% of the aggregate principal amount of the Term Loans and the Synthetic L/C Commitments (whether used or unused) of all Lenders as of such time.

          (e) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Revolving Credit Lender (other than any Defaulting Lender and regardless of whether such Revolving Credit Lender is an Extended Revolving Credit Lender or a Non-Extended Revolving Credit Lender) that delivers an executed counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on September 23, 2011 (each, a “Consenting Revolving Lender”), a consent fee in an aggregate amount equal to (i) (x) the aggregate principal amount of the Revolving Credit Exposure and the unused Revolving Credit Commitment of such Lender as of such time divided by (y) the aggregate principal amount of the Revolving Credit Exposure and the unused Revolving Credit Commitments of all Consenting Revolving Lenders as of such time multiplied by (ii) 2.00% of the aggregate principal amount of the Revolving Credit Exposure and the unused Revolving Credit Commitments of all Revolving Credit Lenders as of such time.

          (f) [Reserved].

          (g) The Administrative Agent and the Amendment Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Amendment and invoiced before the Fourth Amendment and Restatement Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Amendment.

          (h) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Amendment Arrangers pursuant to which it confirms that it consents to this Amendment and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.

          (i) Each Loan Party, the Collateral Agent, the Administrative Agent, the Second Lien Collateral Agent and the Second Lien Administrative Agent shall have delivered executed counterparts of the Intercreditor Agreement.

          (j) An amended and restated Guaranty substantially in the form of Exhibit D hereto shall have been executed and delivered by the parties thereto.

          (k) An amended and restated Security Agreement substantially in the form of Exhibit E hereto shall have been executed and delivered by the parties thereto, and the parties thereto shall have executed and delivered any amendments to the Collateral

8

Documents as shall be reasonably requested by the Collateral Agent to give effect to the Amendment and the Restructuring Transaction.

          (l) Concurrently with the effectiveness of the Restated Credit Agreement, the Borrower shall have delivered to the Administrative Agent executed copies of each of the Second Lien Debt Documents that are to be executed and delivered on the Fourth Amendment and Restatement Effective Date, each in form and substance reasonably satisfactory to the Amendment Arrangers.

          (m) The Administrative Agent shall have received evidence that Holdings has obtained the Required Consents (as defined in the RSA (as defined in the PIK Credit Agreement)).

          SECTION 7. Effect of this Amendment; Amendment Arrangers; Certain Authorizations. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the Arrangers, the L/C Issuers, the Swing Line Lender or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.

          (b) On and after the Fourth Amendment and Restatement Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Credit Agreement in any other Loan Document, shall be deemed to be a reference to the Existing Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement, the Restated Credit Agreement and the other Loan Documents.

          (c) The L/C Issuers, the Swing Line Lender and the Lenders party hereto hereby authorize the Administrative Agent to enter into such amendment or amendments to the Restated Credit Agreement or any other Loan Document as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the transactions contemplated hereby (including the Loan and Commitment conversions) or to cure any ambiguity, omission, defect or inconsistency relating to effectuation of the transactions contemplated hereby.

          (d) On and after the Fourth Amendment and Restatement Effective Date, the Amendment Arrangers and their respective officers, directors, employees, agents and attorneys-in-fact (collectively, the “Amendment Arranger Related Persons”) shall have the benefit of all the exculpatory, reimbursement and indemnity provisions that are set forth in the Restated Credit Agreement or any other Loan Document for the benefit of

9

the Administrative Agent, any other Agent or any other Agent-Related Person. Without limiting the foregoing, each L/C Issuer, the Swing Line Lender and each Lender party hereto (i) acknowledges that it has made its own analysis and decision to enter into the Existing Credit Agreement, this Amendment and the other Loan Documents, and that neither the Amendment Arrangers nor any other Amendment Arranger Related Person has made any express or implied representation or warranty, or shall be deemed to have any responsibility or duty, with respect to the completeness, sufficiency or performance thereof, (ii) acknowledges that it has made its own analysis and evaluation of the Restructuring Transaction and the Investment Transaction, including the Intercreditor Agreement and the other Second Lien Debt Documents, and that neither the Amendment Arrangers nor any other Amendment Arranger Related Person has made any express or implied representation or warranty, or shall be deemed to have any responsibility or duty, with respect to the Restructuring Transaction and the Investment Transaction or the terms and conditions of any Second Lien Debt Document, and (iii) by delivering its signature page to this Amendment shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Amendment Arrangers on the Fourth Amendment and Restatement Effective Date pursuant to the terms hereof.

          (e) The L/C Issuers, the Swing Line Lender and the Lenders party hereto acknowledge that obligations of the Borrower and the Guarantors under the Second Lien Credit Agreement, the Second Lien Debt Documents, Permitted Refinancing Indebtedness and the Permitted Refinancing Indebtedness Documents, and certain obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. The L/C Issuers, the Swing Line Lender and the Lenders party hereto hereby irrevocably (i) authorize the Administrative Agent and/or the Collateral Agent to execute and deliver the Intercreditor Agreement, any intercreditor agreement referred to in the definition of the term “Permitted Refinancing Indebtedness” or any documents relating thereto (including any amendments to the Collateral Documents), as the case may be, in each case as the Administrative Agent shall determine to be appropriate to cause the Indebtedness under the Second Lien Debt Documents, the Permitted Refinancing Indebtedness, and certain obligations related thereto, as the case may be, to be secured on a second priority basis with the Obligations (or, to the extent permitted by the definition of “Permitted Refinancing Indebtedness”, first priority basis with the Obligations), in each case without any further consent, authorization or other action by any L/C Issuer, the Swing Line Lender or any Lender, (ii) agree that, upon the execution and delivery of the Intercreditor Agreement or any such intercreditor agreement or any such document, as the case may be, each L/C Issuer, the Swing Line Lender and each Lender will be bound by the provisions thereof as if it were a signatory thereto and will take no actions contrary to the provisions thereof and (iii) agree that none of the L/C Issuers, the Swing Line Lender, the Lenders or any other Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by such Agent pursuant to this paragraph or in accordance with the terms of the Intercreditor agreement, any such intercreditor agreement or any such document, as the case may be.

10

          SECTION 8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

          SECTION 9. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY HERETO (OTHER THAN INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT) CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO (OTHER THAN INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

          SECTION 10. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Remainder of page intentionally left blank]

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

TRAVELPORT LLC, as Borrower,
by	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Authorized Person
TRAVELPORT LIMITED, as Holdings,
by	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent,
by	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Director
TDS INVESTOR (LUXEMBOURG), S.À.R.L., as TDS Intermediate Parent,
by	/s/ John Sutherland
	Name:	John Sutherland
	Title:	Manager

UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer,
by	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US
by	/s/ Joselin Fernandes
	Name:	Joselin Fernandes
	Title:	Associate Director Banking Products Services, US

CREDIT SUISSE SECURITIES (USA) LLC, as Amendment Arranger,
by	/s/ Joseph Kieffer
	Name:	Joseph Kieffer
	Title:	Director

UBS SECURITIES LLC, as Amendment Arranger,
by	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US
by	/s/ Joselin Fernandes
	Name:	Joselin Fernandes
	Title:	Associate Director Banking Products Services, US

[THE REMAINDER OF THE LENDERS’ SIGNATURE PAGES ARE INTENTIONALLY LEFT BLANK]

SCHEDULE 2.01A TO
FOURTH AMENDMENT AND RESTATEMENT AGREEMENT
TO CREDIT AGREEMENT OF TRAVELPORT LLC

Schedule 2.01A
Extended Revolving Credit Commitments and Extended Revolving Credit Loans

[As distributed to each individual Lender]

SCHEDULE 5A TO
FOURTH AMENDMENT AND RESTATEMENT AGREEMENT
TO CREDIT AGREEMENT OF TRAVELPORT LLC

Schedule 5A

          The filing and recording of the Third Mortgage Amendment encumbering the Mortgaged Property located at 5350 South Valentia Way, Greenwood Village, Colorado, and the discharge of any encumbrances affecting such Mortgaged Property arising after the Original Closing Date to the extent otherwise required under the Restated Credit Agreement.

EXHIBIT A TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

EXECUTION VERSION

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 23, 2006

As Amended and Restated as of September 30, 2011,

among

TRAVELPORT LLC (F/K/A TRAVELPORT INC.),
as Borrower,

TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.),
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

UBS AG, STAMFORD BRANCH,
as Administrative Agent and L/C Issuer,

UBS LOAN FINANCE LLC,
as Swing Line Lender,

THE OTHER LENDERS PARTY HERETO,

CREDIT SUISSE SECURITIES (USA) LLC,
as Syndication Agent,

and

LEHMAN BROTHERS INC.,
J.P. MORGAN SECURITIES INC. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Co-Documentation Agents

UBS SECURITIES LLC and
CREDIT SUISSE SECURITIES (USA) LLC,
as Co-Lead Arrangers

UBS SECURITIES LLC,
CREDIT SUISSE SECURITIES (USA) LLC,
LEHMAN BROTHERS INC.,
J.P. MORGAN SECURITIES INC. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Bookrunners

Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005

THE TERM LOANS ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE FOURTH AMENDMENT AND RESTATEMENT EFFECTIVE DATE, A LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH LOAN BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339, ATTENTION OF CHIEF FINANCIAL OFFICER (FAX NO. (770)563-7878)

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01. Defined Terms		2
SECTION 1.02. Other Interpretive Provisions		73
SECTION 1.03. Accounting Terms		74
SECTION 1.04. Rounding		74
SECTION 1.05. References to Agreements, Laws, Etc		74
SECTION 1.06. Times of Day		75
SECTION 1.07. Timing of Payment or Performance		75
SECTION 1.08. Currency Equivalents Generally		75
ARTICLE II
The Commitments and Credit Extensions
SECTION 2.01. The Loans		76
SECTION 2.02. Borrowings, Conversions and Continuations of Loans		79
SECTION 2.03. Letters of Credit		82
SECTION 2.04. Swing Line Loans		99
SECTION 2.05. Prepayments		103
SECTION 2.06. Termination or Reduction of Commitments and Credit-Linked Deposits		110
SECTION 2.07. Repayment of Loans		114
SECTION 2.08. Interest		116
SECTION 2.09. Fees		117
SECTION 2.10. Computation of Interest and Fees		118
SECTION 2.11. Evidence of Indebtedness		119
SECTION 2.12. Payments Generally		120
SECTION 2.13. Sharing of Payments		122
SECTION 2.14. [Intentionally Omitted]		123
SECTION 2.15. Currency Equivalents		123
SECTION 2.16. Defaulting Lenders		124
SECTION 2.17. Revolving Credit Loan Modification Offers		124
ARTICLE III
Taxes, Increased Costs Protection and Illegality
SECTION 3.01. Taxes		126

i

	Page
SECTION 3.02. Illegality		129
SECTION 3.03. Inability to Determine Rates		129
SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans		130
SECTION 3.05. Funding Losses		132
SECTION 3.06. Matters Applicable to All Requests for Compensation		132
SECTION 3.07. Replacement of Lenders under Certain Circumstances		134
SECTION 3.08. Survival		135
ARTICLE IV
Conditions Precedent to Effectiveness and Credit Extensions
SECTION 4.01. [Reserved.]		135
SECTION 4.02. Fourth Amendment and Restatement Effective Date		135
SECTION 4.03. Conditions to All Credit Extensions		135
ARTICLE V
Representations and Warranties
SECTION 5.01. Existence, Qualification and Power; Compliance with Laws		136
SECTION 5.02. Authorization; No Contravention		136
SECTION 5.03. Governmental Authorization; Other Consents		137
SECTION 5.04. Binding Effect		137
SECTION 5.05. Financial Statements; No Material Adverse Effect		137
SECTION 5.06. Litigation		139
SECTION 5.07. No Default		139
SECTION 5.08. Ownership of Property; Liens		140
SECTION 5.09. Environmental Compliance		140
SECTION 5.10. Taxes		141
SECTION 5.11. ERISA Compliance		141
SECTION 5.12. Subsidiaries; Equity Interests		142
SECTION 5.13. Margin Regulations; Investment Company Act		142
SECTION 5.14. Disclosure		143
SECTION 5.15. Intellectual Property; Licenses, Etc		143
SECTION 5.16. Solvency		143
SECTION 5.17. Subordination of Junior Financing		143
SECTION 5.18. Labor Matters		144
ARTICLE VI
Affirmative Covenants
SECTION 6.01. Financial Statements		144
SECTION 6.02. Certificates; Other Information		145

ii

	Page
SECTION 6.03. Notices		147
SECTION 6.04. Payment of Obligations		147
SECTION 6.05. Preservation of Existence, Etc		147
SECTION 6.06. Maintenance of Properties		148
SECTION 6.07. Maintenance of Insurance		148
SECTION 6.08. Compliance with Laws		148
SECTION 6.09. Books and Records		148
SECTION 6.10. Inspection Rights		148
SECTION 6.11. Covenant to Guarantee Obligations and Give Security		149
SECTION 6.12. Compliance with Environmental Laws		151
SECTION 6.13. Further Assurances and Post-Closing Conditions		152
SECTION 6.14. Designation of Subsidiaries		153
SECTION 6.15. Flood Insurance		154
SECTION 6.16. Orbitz Indebtedness		154
SECTION 6.17. Post-Closing Matters		154
ARTICLE VII
Negative Covenants
SECTION 7.01. Liens		156
SECTION 7.02. Investments		160
SECTION 7.03. Indebtedness		164
SECTION 7.04. Fundamental Changes		167
SECTION 7.05. Dispositions		169
SECTION 7.06. Restricted Payments		172
SECTION 7.07. Change in Nature of Business		175
SECTION 7.08. Transactions with Affiliates		175
SECTION 7.09. Burdensome Agreements		176
SECTION 7.10. Use of Proceeds		178
SECTION 7.11. Maximum Total Leverage Ratio		178
SECTION 7.12. Maximum First Lien Leverage Ratio		178
SECTION 7.13. Minimum Liquidity		178
SECTION 7.14. Accounting Changes		179
SECTION 7.15. Prepayments, Etc. of Indebtedness		179
SECTION 7.16. Equity Interests of the Borrower and Restricted Subsidiaries		180
SECTION 7.17. Holding Company; Foreign Subsidiaries		180
ARTICLE VIII
Events of Default and Remedies
SECTION 8.01. Events of Default		180
SECTION 8.02. Remedies Upon Event of Default		183
SECTION 8.03. Exclusion of Immaterial Subsidiaries		184
SECTION 8.04. Application of Funds		184

iii

	Page
SECTION 8.05. Borrower’s Right to Cure		185
ARTICLE IX
Administrative Agent and Other Agents
SECTION 9.01. Appointment and Authorization of Agents		186
SECTION 9.02. Delegation of Duties		187
SECTION 9.03. Liability of Agents		187
SECTION 9.04. Reliance by Agents		188
SECTION 9.05. Notice of Default		188
SECTION 9.06. Credit Decision; Disclosure of Information by Agents		189
SECTION 9.07. Indemnification of Agents		190
SECTION 9.08. Agents in their Individual Capacities		190
SECTION 9.09. Successor Agents		191
SECTION 9.10. Administrative Agent May File Proofs of Claim		192
SECTION 9.11. Collateral and Guaranty Matters		193
SECTION 9.12. Other Agents; Arrangers and Managers		194
SECTION 9.13. Appointment of Supplemental Administrative Agents		194
ARTICLE X
Miscellaneous
SECTION 10.01. Amendments, Etc		195
SECTION 10.02. Notices and Other Communications; Facsimile Copies		198
SECTION 10.03. No Waiver; Cumulative Remedies		199
SECTION 10.04. Attorney Costs, Expenses and Taxes		199
SECTION 10.05. Indemnification by the Borrower		200
SECTION 10.06. Payments Set Aside		201
SECTION 10.07. Successors and Assigns		202
SECTION 10.08. Confidentiality		206
SECTION 10.09. Setoff		207
SECTION 10.10. Interest Rate Limitation		208
SECTION 10.11. Counterparts		208
SECTION 10.12. Integration		209
SECTION 10.13. Survival of Representations and Warranties		209
SECTION 10.14. Severability		209
SECTION 10.15. Tax Forms		209
SECTION 10.16. GOVERNING LAW		212
SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY		212
SECTION 10.18. Binding Effect		212
SECTION 10.19. Judgment Currency		213
SECTION 10.20. Lender Action		213
SECTION 10.21. USA PATRIOT Act		214
SECTION 10.22. Agent for Service of Process		214

iv

SCHEDULES

1.01A	[Reserved]
1.01B	Certain Security Interests and Guarantees
1.01C	Unrestricted Subsidiaries
1.01D	Mandatory Cost
1.01E	Existing Letters of Credit
1.01F	[Reserved]
1.01G	Excluded Subsidiaries
2.01	Commitments
2.03(a)(iii)(B)	Certain Letters of Credit
5.05	Certain Liabilities
5.09(b)	Environmental Matters
5.09(d)	Hazardous Materials
5.10	Taxes
5.11(a)	ERISA Compliance
5.12	Subsidiaries and Other Equity Investments
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.04(f)	Permitted Subsidiary Fundamental Changes
7.05(k)	Dispositions
7.05(m)	Permitted Subsidiary Dispositions
7.08	Transactions with Affiliates
7.09	Existing Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C	[Reserved]
D	Compliance Certificate
E	Assignment and Assumption
F	Guaranty
G	Security Agreement
H	[Reserved]
I	[Reserved]
J	Intellectual Property Security Agreement
K	Intercreditor Agreement

v

     FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TRAVELPORT LLC (F/K/A TRAVELPORT INC.), a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.), a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents.

PRELIMINARY STATEMENTS

          The Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, UBS AG, Stamford Branch, as Administrative Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, and Lehman Brothers Inc., Citicorp North America, Inc. and Deutsche Bank AG New York Branch, as Co-Documentation Agents, and the lenders party thereto (the “Original Lenders”) have previously entered into a Credit Agreement dated as of August 23, 2006 (the “Original Credit Agreement”).

          The Original Credit Agreement was amended and restated as of January 29, 2007 (as so amended and restated, the “First Amended and Restated Credit Agreement”), was further amended and restated as of May 23, 2007 (as so amended and restated, the “Second Amended and Restated Credit Agreement”) and was further amended and restated as of October 22, 2010 (as so amended and restated, and as further amended by Amendment No. 1, dated as of March 14, 2011, the “Third Amended and Restated Credit Agreement”).

          On the Fourth Amendment and Restatement Effective Date, (a) Holdings and the Borrower have entered into the Second Lien Credit Agreement providing for Second Lien Term Loans in an aggregate principal amount of $342,500,000 in exchange for the Tranche A Intercompany Note and the Tranche B Intercompany Note and (b) the Third Amended and Restated Credit Agreement has been amended and restated in the form of this Agreement.

2

          The proceeds of the Existing Term Loans have been used for the purposes set forth in the Original Credit Agreement or the Second Amended and Restated Credit Agreement, as applicable. The proceeds of the Tranche S Term Loans made on the Third Amendment and Restatement Effective Date have been deposited in the Tranche S Collateral Account and applied as set forth in the Third Amended and Restated Credit Agreement. The proceeds of Revolving Credit Loans made on or after the Fourth Amendment and Restatement Effective Date will be used for working capital and other general corporate purposes of Holdings and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of Holdings and its Subsidiaries.

          In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

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

          “2016 Senior Notes” means $250,000,000 in aggregate principal amount of the Borrower’s 9% senior dollar fixed rate notes due 2016.

          “2016 Senior Notes Indenture” means the Indenture for the 2016 Senior Notes, dated as of August 18, 2010.

          “5% Shareholder” means any Person that, to the knowledge of the Borrower (after due inquiry), together with its Affiliates, directly or indirectly holds 5% or more of the outstanding Equity Interests of Holdings and shall include the Affiliates of any such Person.

          “Accepting Revolving Credit Lenders” has the meaning assigned to such term in Section 2.17(a).

          “Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Holdings, Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

          “Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA” .

          “Act” has the meaning specified in Section 10.21.

3

          “Administrative Agent” means UBS AG, Stamford Branch, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent.

          “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

          “Affected Revolving Credit Class” has the meaning assigned to such term in Section 2.17(a).

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

          “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

          “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

          “Aggregate Commitments” means, at any time, the aggregate Commitments of all the Lenders at such time.

          “Aggregate Alternative Currency Revolving Credit Commitments” means, at any time, the aggregate Alternative Currency Revolving Credit Commitments of all the Alternative Currency Revolving Credit Lenders at such time.

          “Aggregate Dollar Revolving Credit Commitments” means, at any time, the aggregate Dollar Revolving Credit Commitments of all the Dollar Revolving Credit Lenders at such time.

          “Aggregate Extended Alternative Currency Revolving Credit Commitments” means, at any time, the aggregate Extended Alternative Currency Revolving Credit Commitments of all the Extended Alternative Currency Revolving Credit Lenders at such time.

4

          “Aggregate Extended Dollar Revolving Credit Commitments” means, at any time, the aggregate Extended Dollar Revolving Credit Commitments of all the Extended Dollar Revolving Credit Lenders at such time.

          “Aggregate Extended Synthetic L/C Commitments” means, at any time, the aggregate Extended Synthetic L/C Commitments of all the Extended Synthetic L/C Lenders at such time.

          “Aggregate Non-Extended Synthetic L/C Commitments” means, at any time, the aggregate Non-Extended Synthetic L/C Commitments of all the Non-Extended Synthetic L/C Lenders at such time.

          “Aggregate Synthetic L/C Commitments” means, at any time, the aggregate Synthetic L/C Commitments of all the Synthetic L/C Lenders at such time.

          “Agreement” means this Fourth Amended and Restated Credit Agreement; provided that, where the context so requires, such term means the Third Amended and Restated Credit Agreement.

          “Agreement Currency” has the meaning specified in Section 10.19.

          “Allocable Revolving Share” means, at any time, (a) with respect to the Non-Extended Revolving Credit Commitments or the Non-Extended Revolving Credit Lenders, the percentage of the aggregate Revolving Credit Commitments represented at such time by the aggregate Non-Extended Revolving Credit Commitments, (b) with respect to the Extended Revolving Credit Commitments or the Extended Revolving Credit Lenders, the percentage of the aggregate Revolving Credit Commitments represented at such time by the aggregate Extended Revolving Credit Commitments, (c) with respect to the Non-Extended Dollar Revolving Credit Commitments or the Non-Extended Dollar Revolving Credit Lenders, the percentage of the Aggregate Dollar Revolving Credit Commitments represented at such time by the Non-Extended Dollar Revolving Credit Commitments, (d) with respect to the Extended Dollar Revolving Credit Commitments or the Extended Dollar Revolving Credit Lenders, the percentage of the Aggregate Dollar Revolving Credit Commitments represented at such time by the Extended Dollar Revolving Credit Commitments, (e) with respect to the Non-Extended Alternative Currency Revolving Credit Commitments or the Non-Extended Alternative Currency Revolving Credit Lenders, the percentage of the Aggregate Alternative Currency Revolving Credit Commitments represented at such time by the Non-Extended Alternative Currency Revolving Credit Commitments and (f) with respect to the Extended Alternative Currency Revolving Credit Commitments or the Extended Alternative Currency Revolving Credit Lenders, the percentage of the Aggregate Alternative Currency Revolving Credit Commitments represented at such time by the Extended Alternative Currency Revolving Credit Commitments.

          “Alternative Currency” means Sterling or Euros.

          “Alternative Currency Revolving Credit Borrowing” means a borrowing consisting of simultaneous Alternative Currency Revolving Credit Loans of

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the same Type, and denominated in the same Alternative Currency, and having the same Interest Period made by each of the Alternative Currency Revolving Credit Lenders pursuant to Section 2.01(c)(ii).

          “Alternative Currency Revolving Credit Commitments” means a Non-Extended Alternative Currency Revolving Credit Commitment or an Extended Alternative Currency Revolving Credit Commitment, or a combination thereof, as the context may require.

          “Alternative Currency Revolving Credit Exposure” means, as to each Lender, the sum of the outstanding principal amount of such Lender’s Alternative Currency Revolving Credit Loans and its Pro Rata Share (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments) of the Alternative Currency Revolving L/C Obligations at such time.

          “Alternative Currency Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Alternative Currency Revolving Credit Commitments, and the extensions of credit made thereunder, at such time.

          “Alternative Currency Revolving Credit Lender” means a Non-Extended Alternative Currency Revolving Credit Lender or an Extended Alternative Currency Revolving Credit Lender, or a combination thereof, as the context may require.

          “Alternative Currency Revolving Credit Loan” has the meaning specified in Section 2.01(c)(ii).

          “Alternative Currency Revolving Exposure Readjustment Date” has the meaning specified in Section 2.03(a)(ii).

          “Alternative Currency Revolving L/C Advance” means, with respect to each Alternative Currency Revolving Credit Lender, such Lender’s funding of its participation in any Alternative Currency Revolving L/C Borrowing in accordance with its Pro Rata Share (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments).

          “Alternative Currency Revolving L/C Borrowing” means an extension of credit resulting from a drawing under any Alternative Currency Revolving Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as an Alternative Currency Revolving Credit Borrowing.

          “Alternative Currency Revolving L/C Credit Extension” means, with respect to any Alternative Currency Revolving Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

          “Alternative Currency Revolving L/C Issuer” means UBS AG, Stamford Branch and any other Lender that becomes an Alternative Currency Revolving

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L/C Issuer in accordance with Section 2.03(j) or 10.07(j), in each case, in its capacity as an issuer of Alternative Currency Revolving Letters of Credit hereunder, or any successor issuer of Alternative Currency Revolving Letters of Credit hereunder.

          “Alternative Currency Revolving L/C Obligations” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Alternative Currency Revolving Letters of Credit (whether or not such maximum amount is then in effect under any such Alternative Currency Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Alternative Currency Revolving Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Alternative Currency Revolving Letters of Credit, including, without duplication, all Alternative Currency Revolving L/C Borrowings.

          “Alternative Currency Revolving Letter of Credit” means a Letter of Credit denominated in an Alternative Currency.

          “Applicable Rate” means a percentage per annum equal to:

     (a) with respect to Non-Extended Revolving Credit Loans, unused Non-Extended Revolving Credit Commitments, Letter of Credit fees relating to the Non-Extended Revolving Credit Commitments, Non-Extended Tranche B Dollar Term Loans, Non-Extended Euro Term Loans and Non-Extended Synthetic L/C Facility fees, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

		Eurocurrency
		Rate for Non-												Eurocurrency
		Extended												Rate for			Base Rate
		Revolving			Base Rate									Non-Extended			for
		Credit Loans			for									Tranche B			Non-
		and			Non-						Non-			Dollar Term			Extended
		Non-Extended			Extended						Extended			Loans and			Tranche
		Revolving			Revolving						Synthetic			Non-Extended			Dollar
Pricing	Total Leverage	Letter of			Credit			Commitment			L/C			Euro Term			Term
Level	Ratio	Credit Fees			Loans			Fee Rate			Facility Fee			Loans			Loans
1	>4.5:1		2.75	%		1.75	%		0.50	%		2.50	%		2.50	%		1.50	%
2	<4.5:1 but >4.0:1		2.50	%		1.50	%		0.50	%		2.25	%		2.25	%		1.25	%
3	<4.0:1 but >3.5:1		2.25	%		1.25	%		0.50	%		2.25	%		2.25	%		1.25	%
4	<3.5:1 but >3.0:1		2.00	%		1.00	%		0.375	%		2.25	%		2.25	%		1.25	%
5	<3.0:1		1.75	%		0.75	%		0.375	%		2.25	%		2.25	%		1.25	%

     (b) with respect to Extended Revolving Credit Loans, unused Extended Revolving Credit Commitments and Letter of Credit fees relating to the Extended Revolving Credit Commitments, the following percentages per annum:

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Eurocurrency
Rate for
Extended
Revolving
Credit Loans	Base Rate
and	for
Extended	Extended
Revolving	Revolving
Letter of	Credit	Commitment
Credit Fees	Loans	Fee Rate
4.50%	3.50%	0.75%

     (c) with respect to Extended Tranche B Dollar Term Loans, Extended Euro Term Loans and Tranche S Term Loans, the following percentages per annum:

Eurocurrency Rate for
Extended Tranche B	Base Rate for
Dollar Term Loans,	Extended Tranche B
Extended Euro Term	Dollar Term Loans
Loans and Tranche S	and Tranche S Term
Term Loans	Loans
4.50%	3.50%

     (d) Any increase or decrease in the Applicable Rate under clause (a) above resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (i) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (ii) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

     It is understood and agreed that (x) the “Applicable Rate” (as defined herein immediately prior to giving effect to the Fourth Amendment and Restatement Agreement) shall apply for all periods prior to the Fourth Amendment and Restatement Effective Date and (y) the “Applicable Rate” (as defined herein immediately after giving effect to the Fourth Amendment and Restatement Agreement) shall apply for all periods on and after the Fourth Amendment and Restatement Effective Date.

          “Appropriate Lender” means, at any time, (a) with respect to Commitments or Loans of any Class, the Lenders of such Class, (b) with respect to

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Letters of Credit, (i) the relevant L/C Issuers and (ii) (x) with respect to any Dollar Revolving Letters of Credit issued pursuant to Section 2.03(a), the Dollar Revolving Credit Lenders, (y) with respect to any Alternative Currency Revolving Letters of Credit issued pursuant to Section 2.03(a), the Alternative Currency Revolving Credit Lenders and (z) with respect to any Synthetic L/C Letters of Credit issued pursuant to Section 2.03(a), the Synthetic L/C Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Dollar Revolving Credit Lenders.

          “Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents” .

          “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

          “Arrangers” means UBS Securities LLC and Credit Suisse Securities (USA) LLC, each in its capacity as a Joint Bookrunner and a Co-Lead Arranger under this Agreement.

          “Assignees” has the meaning specified in Section 10.07(b).

          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

          “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

          “Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

          “Audited Financial Statements” means the Original Closing Date Audited Financial Statements and the Worldspan Closing Date Audited Financial Statements.

          “Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

          “Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by UBS AG, Stamford Branch as its “prime rate.” The “prime rate” is a rate set by UBS AG, Stamford Branch based upon various factors, including UBS AG, Stamford Branch costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by UBS AG, Stamford Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

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          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.

          “Borrower” has the meaning specified in the introductory paragraph to this Agreement.

          “Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term Borrowing or a Non-Extended Synthetic L/C Borrowing, as the context may require.

          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

     (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

     (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Eurocurrency Rate Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; and

     (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Sterling, any fundings, disbursements, settlements and payments in Sterling in respect of any such Eurocurrency Rate Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank eurodollar market.

          “Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings, the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for such period and (c) the value of all assets under Capitalized Leases incurred by Holdings, the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x)

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insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by Holdings, the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings, the Borrower or any Restricted Subsidiary and for which none of Holdings, the Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by Holdings, the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions.

          “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

          “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.

          “Cash Collateral” has the meaning specified in Section 2.03(f).

          “Cash Collateral Account” means a blocked account at UBS AG, Stamford Branch (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

          “Cash Collateralize” has the meaning specified in Section 2.03(f).

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          “Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings, the Borrower or any Restricted Subsidiary:

     (a) Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

     (b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in each case having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

     (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

     (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

     (e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

     (f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

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     (g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

     (h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

     (i) Investments, classified in accordance with GAAP as current assets of Holdings, the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

          “Cash Management Bank” means any Lender or any Affiliate of a Lender providing cash management services to Holdings, the Borrower or any Restricted Subsidiary.

          “Cash Management Obligations” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services (including in respect of liabilities arising from purchase cards, travel and entertainment cards, or other card services) or any automated clearing house transfers of funds.

          “Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

          “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

          “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

          “Change of Control” means the earliest to occur of:

     (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting

13

power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if:

     (i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings at such time or (B) the Permitted Holders own a majority of the outstanding voting Equity Interests of Holdings at such time, or

     (ii) at any time upon or after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the then outstanding voting stock of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

     (b) any “Change of Control” (or any comparable term) in any Second Lien Debt Document or in any document pertaining to the 2016 Senior Notes, the High Yield Notes, any Junior Financing or any Permitted Refinancing Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount; or

     (c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

          “Class” (a) when used with respect to Lenders, refers to whether such Lenders are Extended Dollar Revolving Credit Lenders, Non-Extended Dollar Revolving Credit Lenders, Extended Alternative Currency Revolving Credit Lenders, Non-Extended Alternative Currency Revolving Credit Lenders, Extended Tranche B Dollar Term Lenders, Non-Extended Tranche B Dollar Term Lenders, Extended Euro Term Lenders, Non-Extended Euro Term Lenders, Extended Synthetic L/C Lenders or Non-Extended Synthetic L/C Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Extended Dollar Revolving Credit Commitments, Non-Extended Dollar Revolving Credit Commitments, Extended Alternative Currency Revolving Credit Commitments, Non-Extended Alternative Currency Revolving Credit Commitments, Extended Synthetic L/C Commitments or Non-Extended Synthetic L/C Commitments, (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Extended Dollar Revolving Credit Loans, Non-

14

Extended Dollar Revolving Credit Loans, Extended Alternative Currency Revolving Credit Loans, Non-Extended Alternative Currency Revolving Credit Loans, Extended Tranche B Dollar Term Loans, Non-Extended Tranche B Dollar Term Loans, Extended Euro Term Loans, Non-Extended Euro Term Loans, Tranche S Term Loans or Non-Extended Synthetic L/C Loans, (d) when used with respect to Facilities, refers to whether such Facility is the Extended Dollar Revolving Credit Facility, the Non-Extended Dollar Revolving Credit Facility, the Extended Alternative Currency Revolving Credit Facility, the Non-Extended Alternative Currency Revolving Credit Facility, the Extended Tranche B Dollar Term Facility, the Non-Extended Tranche B Dollar Term Facility, the Extended Euro Term Facility, the Non-Extended Euro Term Facility, the Extended Synthetic L/C Facility or the Non-Extended Synthetic L/C Facility, and (e) when used with respect to Synthetic L/C Exposure, refers to whether such exposure is Extended Synthetic L/C Exposure or the Non-Extended Synthetic L/C Exposure.

          “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and rules and regulations related thereto.

          “Co-Documentation Agents” means Lehman Brothers Inc., J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents under this Agreement.

          “Collateral” means all of the “Collateral” , or terms of similar import, as defined in any Collateral Document, including the Mortgaged Properties.

          “Collateral Agent” means UBS AG, Stamford Branch, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

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

     (a) the Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Original Closing Date pursuant to Section 4.01(a)(iii) of the Original Credit Agreement, (ii) on the Worldspan Closing Date pursuant to Section 4.01(a)(iii) of the Second Amended and Restated Credit Agreement or (iii) pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

     (b) all Obligations shall have been unconditionally guaranteed on or prior to the Fourth Amendment and Restatement Effective Date by Holdings, TDS Intermediate Parent, any Intermediate Holding Company that is not an Excluded Subsidiary and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and not an Excluded Subsidiary;

     (c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the Guaranties to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guaranty;

15

     (d) the Obligations and the Guaranties delivered on or prior to the Fourth Amendment and Restatement Effective Date shall have been secured by a first-priority security interest in: (i) all of the Equity Interests of the Borrower, (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each wholly owned direct Subsidiary of Holdings, TDS Intermediate Parent, an Intermediate Holding Company, the Borrower or a Domestic Subsidiary of Holdings that is a Guarantor on the Fourth Amendment and Restatement Effective Date, and (iii) 65% of the issued and outstanding Equity Interests of each wholly owned Foreign Subsidiary that is directly owned by Holdings, an Intermediate Holding Company, the Borrower or any Domestic Subsidiary of Holdings that is a Guarantor on the Fourth Amendment and Restatement Effective Date;

     (e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guaranties shall have been secured by a perfected security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Domestic Guarantor (including accounts (other than deposit accounts or other bank or securities accounts, which are the subject of clause (f) below), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;

     (f) with respect to each domestic deposit account and other domestic bank and securities accounts (other than (i) the Tranche S Collateral Account and (ii) such deposit accounts or other bank or securities accounts, the average daily balance of which has not, for any period of twenty (20) consecutive Business Days after the Fourth Amendment Restatement Effective Date, exceeded $5,000,000 for any such account), maintained by the Borrower or any Domestic Guarantor with any depositary bank or securities intermediary, the Collateral Agent shall have, subject to Section 6.17, received a counterpart, duly executed and delivered by the Borrower or the applicable Domestic Guarantor and such depositary bank or securities intermediary, as the case may be, of a control agreement;

     (g) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01;

     (h) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to (x) the owned real property of the Loan Parties located at 5350 South Valentia Way, Greenwood Village, Colorado delivered in accordance with Section 6.16 of the Original Credit Agreement and (y) each owned property required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance

16

company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property;

     (i) subject to Section 6.17 and clause (k) below, Holdings and the Borrower shall use commercially reasonable best efforts to ensure that, to the extent permitted by Law and subject to no material adverse tax, regulatory or legal consequences (as determined by Holdings in good faith after consultation with the Administrative Agent), the Obligations shall be unconditionally guaranteed in full by each Restricted Subsidiary of Holdings (other than an Excluded Subsidiary) that is not required to provide a guarantee pursuant to clause (b) above, and upon the actual execution and delivery of each such guarantee pursuant to this Agreement, such guarantee will also be considered a Guaranty and such guarantor will also be considered a Guarantor for all purposes of this Agreement and the other Loan Documents;

     (j) subject to Section 6.17 and clause (k) below, Holdings and the Borrower shall use commercially reasonable best efforts to ensure that, to the extent permitted by Law and subject to no material adverse tax, regulatory or legal consequences (as determined by Holdings in good faith after consultation with the Administrative Agent), the Obligations and the Guaranties shall have been secured by a first-priority security interest in: (i) 100% of the Equity Interests of each direct wholly owned Foreign Subsidiary of Holdings (to the extent not already subject to a 100% pledge pursuant to clause (d) above), (ii) 100% of the issued and outstanding non-voting Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower (to the extent not already subject to a 100% pledge pursuant to clause (d) above) and (iii) 65% of the issued and outstanding voting Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower (to the extent not already subject to a 65% pledge pursuant to clause (d) above); provided that with respect to each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower the non-voting Equity Interests of such Foreign Subsidiary pledged pursuant to the foregoing clause (ii) and voting Equity Interests of such Foreign Subsidiary pledged pursuant to the foregoing clause (iii) shall collectively not exclude more than an immaterial portion of the economic value of such Foreign Subsidiary; and

     (k) no Restricted Subsidiary shall be required to provide a guarantee pursuant to clause (i) above (and any such Restricted Subsidiary shall be automatically released from its obligations under a Guaranty) or have its Equity Interests pledged pursuant to clause (j) above (and any such Equity Interest pledged shall be automatically released) if it is determined by Holdings acting in

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good faith that (i) the total assets of such Restricted Subsidiary on a consolidated basis have a value of less than $2,500,000 as of the date of the most recent financial information prepared for such Restricted Subsidiary (or, if such financial information has not been prepared within the prior 12 months, as of a reasonably recent date determined by such Restricted Subsidiary) or (ii) there are holders of minority interests in such Restricted Subsidiary or pledges or Liens on the assets of such Restricted Subsidiary or any other arrangement that would prevent the economic value of such Restricted Subsidiary from being available to the Secured Parties in an Insolvency Proceeding (as defined in the Intercreditor Agreement) of Holdings.

          For purposes of clauses (i) and (j) above, commercially reasonable best efforts shall include appropriate amendments to charters and/or the interposition of intermediate holding companies in furtherance of the requirements of this definition.

          The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Fourth Amendment and Restatement Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect to leases of real property entered into by the Borrower or any other Domestic Guarantor, the Borrower shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases and (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Fourth Amendment and Restatement Effective Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Borrower.

          Notwithstanding anything to the contrary herein or in any other Loan Document, the Obligations and Guaranties shall not be secured by any Person’s rights, title or interest in or to the Second Lien Term Loans held by such Person.

          Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on the Tranche A Intercompany Note or the Second Lien Tranche A Term Loans until the Permitted Transfer Date.

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          “Collateral Documents” means, collectively, the Intercreditor Agreement, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements, control agreements or other similar agreements delivered to the Collateral Agent for the benefit of the Lenders pursuant to Section 6.11, Section 6.13 or Section 6.17, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Secured Parties.

          “Commitment” means a Revolving Credit Commitment or a Synthetic L/C Commitment, as the context may require.

          “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

          “Compensation Period” has the meaning specified in Section 2.12(c)(ii).

          “Compliance Certificate” means a certificate substantially in the form of Exhibit D.

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

     (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

     (i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities;

     (ii) provision for taxes based on income, profits or capital of Holdings, the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes paid or accrued during such period;

     (iii) depreciation and amortization including amortization of Capitalized Software Expenditures;

     (iv) Non-Cash Charges;

     (v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension

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and post-retirement employee benefit plans (other than any amounts that could be added back to Consolidated EBITDA pursuant to clause (vi) or (ix) below, but for the cap contained therein);

     (vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the Original Closing Date and to closure/consolidation of facilities), which amount, when combined with the amounts added pursuant to clause (ix) below, shall not exceed $35,000,000 for any period consisting of four consecutive fiscal quarters;

     (vii) any deductions attributable to minority interests;

     (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor to the extent permitted hereunder;

     (ix) the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Original Closing Date and costs related to the closure and/or consolidation of facilities, the separation from Cendant Corporation and the business-to-consumer platform, which amount, when combined with the amounts added pursuant to clause (vi) above, shall not exceed $35,000,000 for any period consisting of four consecutive fiscal quarters;

     (x) any costs or expenses incurred by Holdings, the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings, the Borrower or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests); and

     (xi) on and after the Worldspan Closing Date, any payments with respect to the FASA Credits; less

     (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

     (i) extraordinary gains and unusual or non-recurring gains;

     (ii) (a) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period) and (b) for the year ended December 31, 2005, an aggregate of (i) $12.5 million applicable to changes in estimates with respect to the allowance for

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doubtful accounts, (ii) $11.1 million applicable to changes in estimates of breakage revenues relating to vendor liabilities and (iii) $2.7 million applicable to changes in estimates with respect to Orbitz’s affinity credit card-related liability, in each case as recorded on a quarterly basis;

     (iii) gains on asset sales (other than asset sales in the ordinary course of business);

     (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments;

     (v) all gains from investments recorded using the equity method; provided that Consolidated EBITDA shall be increased by the amount of dividends or distributions or other payments from such investment to a Loan Party or the Restricted Subsidiary which made the investment that are actually paid in cash during such period (or to the extent converted into cash during such period); and

     (vi) United EBITDA;

in each case, as determined on a consolidated basis for Holdings, the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

     (i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses (after any offset) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk);

     (ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments (after any offset) resulting from the application of Statement of Financial Accounting Standards No. 133; and

     (iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition” , Section 7.11 and Section 7.12, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired

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Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio and the First Lien Leverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of by Holdings, the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) non-cash losses on discontinued operations and asset sales, disposals or abandonments (including, without limitation, the Travel 2 Travel 4 operations being disposed), (b) any impairment charge or asset write-off including, without limitation, those related to intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges including, without limitation, the amortization of up-front bonuses in connection with the supplier services business (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

          “Consolidated Lease Expense” means, for any period, all rental expenses of Holdings, the Borrower and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.

          “Consolidated Net Income” means, for any period, the net income (loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the net income of any Restricted Subsidiary of Holdings (other than any Guarantors) during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or requirement of law or regulation applicable to that Restricted Subsidiary during such period unless

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such restriction has been legally waived, (b) extraordinary items for such period, (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (d) in the case of any period that includes a period ending prior to or during the fiscal quarter ending June 30, 2007, Transaction Expenses, (e) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Original Closing Date and any such transaction undertaken but not completed) and any charges or integration or non-recurring merger costs incurred during such period as a result of any such transaction (including, without limitation, (i) bonuses paid in connection with the Gullivers Travel Associates Acquisition and (ii) any adjustments to liabilities owing to former owners of Orbitz under a tax sharing agreement), (f) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (g) (i) accruals and reserves that are established within twelve months after the Original Closing Date that are so required to be established as a result of the Original Closing Date Transactions in accordance with GAAP and (ii) accruals and reserves that are established within twelve months after the Worldspan Closing Date that are so required to be established as a result of the Worldspan Transactions in accordance with GAAP; provided that, for the avoidance of doubt, any net income attributable to a Restricted Subsidiary shall only constitute Consolidated Net Income after deducting for any minority interests in such Restricted Subsidiary. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible assets, deferred revenue and debt line items in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Original Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof, net of taxes (other than the impact of unfavorable contract liabilities and commission agreements under purchase accounting). In addition, on and after the Worldspan Closing Date, FASA Credits provided by Worldspan, L.P. to Northwest or Delta shall reduce consolidated net income in the period in which such credit was provided regardless of accounting treatment in accordance with GAAP, except to the extent FASA Credits have been prepaid with the proceeds of debt issuances by Worldspan.

          “Consolidated Total First Lien Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money and debt obligations evidenced by promissory notes or similar instruments that, in each case as of such date, is secured by a first priority Lien on any asset or property of Holdings, the Borrower or any of its Restricted Subsidiaries.

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          “Consolidated Total Debt” means, as of any date of determination, (a)(i) the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, plus (ii) on and after the Worldspan Closing Date, the present value of all remaining payments due under the FASA Credits at an assumed 11% discount rate (unless remaining payments under the FASA Credits are classified as a liability on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, in which case, the amount under this clause (ii) shall be the amount of such liability), minus (b) without duplication, the aggregate amount of cash and Cash Equivalents credited to the Tranche S Collateral Account as of such date and the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(l), Section 7.01(r), Section 7.01(s), clauses (i) and (ii) of Section 7.01(u) and Section 7.01(aa)) included in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated Total Debt shall not include the Synthetic L/C Facilities or the Credit-Linked Deposits, except to the extent of Unreimbursed Amounts thereunder and outstanding Tranche S Term Loans and Non-Extended Synthetic L/C Loans; provided further that notwithstanding the foregoing, Consolidated Total Debt shall include all outstanding Second Lien Term Loans.

          “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans, L/C Obligations or Second Lien Term Loans to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

          “Continuing Directors” means the directors of Holdings on the Original Closing Date, as elected or appointed after giving effect to the Original Closing Date Transactions and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).

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          “Contract Consideration” has the meaning specified in the definition of “Excess Cash Flow” .

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

          “Control” has the meaning specified in the definition of “Affiliate.”

          “Credit Extension” means (a) a Borrowing or (b) an L/C Credit Extension.

          “Credit-Linked Deposit” means, with respect to each Non-Extended Synthetic L/C Lender, the amount, if any, on deposit in the Credit-Linked Deposit Account to the credit of such Lender, as such amount may be (a) reduced from time to time pursuant to Section 2.06(d), (b) increased from time to time pursuant to Section 2.05(a)(v) or (c) reduced or increased from time to time pursuant to Section 2.03(c)(viii) or pursuant to assignments by or to such Lender pursuant to Section 10.07. The initial amount of the Credit-Linked Deposit of each Non-Extended Synthetic L/C Lender shall be equal to the cash deposit made by such Lender to the Credit-Linked Deposit Account pursuant to this Agreement as in effect prior to the Third Amendment and Restatement Effective Date or, in the case of any Non-Extended Synthetic L/C Lender that shall have acquired its Credit-Linked Deposit pursuant to an Assignment and Assumption, the amount set forth in such Assignment and Assumption.

          “Credit-Linked Deposit Account” means the operating and/or investment account of, and established by, the Administrative Agent under its exclusive dominion and control that shall be used for the purposes set forth in Sections 2.03(c)(viii) and 2.03(k).

          “Credit-Linked Deposit Cost Amount” means, for any Interest Period with respect to the Credit-Linked Deposits, an amount (expressed in basis points) reasonably determined by the Administrative Agent in good faith to represent the Administrative Agent’s administrative cost for investing the Credit-Linked Deposits and maintaining the Credit-Linked Deposit Account for such Interest Period, which amount shall not exceed 12.5 basis points for such Interest Period.

          “Debtor Relief Laws” means 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 the United States or 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, the passage of time, or both, would be an Event of Default.

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          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans under the applicable Facility plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

          “Defaulting Lender” shall mean any Lender, as determined by the Administrative Agent, that (a) has failed to fund any portion of its Loans or participations in Revolving L/C Obligations or Swing Line Obligations required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, (b) has notified the Administrative Agent, the applicable Revolving L/C Issuer, the Swing Line Lender, any Lender and/or the Borrower in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Revolving Letters of Credit and Swing Line Loans, (d) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) in the case of a Lender that has a Commitment, Revolving L/C Obligations or Swing Line Obligations outstanding at such time, shall take, or is the Subsidiary of any person that has taken, any action or be (or is) the subject of any action or proceeding of a type described in Section 8.01(f) or (g) (or any comparable proceeding initiated by a regulatory authority having jurisdiction over such Lender or such person).

          “Delayed Draw Term Loan” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Delta” means Delta Air Lines, Inc., a Delaware corporation.

          “Delta FASA” means the Delta Founder Airline Services Agreement, dated as June 30, 2003, between Delta and the Borrower.

          “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by Holdings, the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

          “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to Holdings, the Borrower and the Restricted

26

Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

          “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, event of loss or asset disposition so long as any rights of the holders thereof upon the occurrence of a change of control, event of loss or asset disposition event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date in effect at the time such Equity Interest is issued.

          “Dollar” and “$” mean lawful money of the United States.

          “Dollar Amount” means, at any time:

     (a) with respect to any Loan denominated in Dollars (including, with respect to any Swing Line Loan, any funded participation therein), the principal amount thereof then outstanding (or in which such participation is held);

     (b) with respect to any Loan denominated in an Alternative Currency, the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars in accordance with Section 1.08 and Section 2.15(a); and

     (c) with respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if denominated in an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 1.08 and Section 2.15(b).

          “Dollar Refinanced Term Loans” has the meaning specified in Section 10.01.

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          “Dollar Replacement Term Loans” has the meaning specified in Section 10.01.

          “Dollar Revolving Credit Borrowing” means a borrowing consisting of simultaneous Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by the Dollar Revolving Credit Lenders pursuant to Section 2.01(c)(i).

          “Dollar Revolving Credit Commitment” means a Non-Extended Dollar Revolving Credit Commitment or an Extended Dollar Revolving Credit Commitment, or a combination thereof, as the context may require.

          “Dollar Revolving Credit Exposure” means, as to each Lender, the sum of the outstanding principal amount of such Lender’s Dollar Revolving Credit Loans and its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Dollar Revolving L/C Obligations and the Swing Line Obligations at such time.

          “Dollar Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Dollar Revolving Credit Commitments, and the extensions of credit thereunder, at such time.

          “Dollar Revolving Credit Lender” means a Non-Extended Dollar Revolving Credit Lender or an Extended Dollar Revolving Credit Lender, or a combination thereof, as the context may require.

          “Dollar Revolving Credit Loan” has the meaning specified in Section 2.01(c)(i).

          “Dollar Revolving Exposure Readjustment Date” has the meaning specified in Section 2.03(a)(ii).

          “Dollar Revolving L/C Advance” means, with respect to each Dollar Revolving Credit Lender, such Lender’s funding of its participation in any Dollar Revolving L/C Borrowing in accordance with its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments).

          “Dollar Revolving L/C Borrowing” means an extension of credit resulting from a drawing under any Dollar Revolving Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Dollar Revolving Credit Borrowing.

          “Dollar Revolving L/C Credit Extension” means, with respect to any Dollar Revolving Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

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          “Dollar Revolving L/C Issuer” means UBS AG, Stamford Branch and any other Lender that becomes a Dollar Revolving L/C Issuer in accordance with Section 2.03(j) or 10.07(j), in each case, in its capacity as an issuer of Dollar Revolving Letters of Credit hereunder, or any successor issuer of Dollar Revolving Letters of Credit hereunder.

          “Dollar Revolving L/C Obligation” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Dollar Revolving Letters of Credit (whether or not such maximum amount is then in effect under any such Dollar Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Dollar Revolving Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Dollar Revolving Letters of Credit, including, without duplication, all Dollar Revolving L/C Borrowings.

          “Dollar Revolving Letter of Credit” means a Letter of Credit denominated in Dollars that is designated as a “Revolving Letter of Credit” in accordance with Section 2.03.

          “Dollar Revolving Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate Dollar Amount of the Dollar Revolving Credit Commitments at such time.

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

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

          “ECF Percentage” has the meaning specified in Section 2.05(b).

          “Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

          “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

          “Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective

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Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

          “Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

          “Equity Investors” means the Sponsor, the Other Sponsor and the Management Stockholders.

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

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

          “Euro” and “EUR” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.

          “Euro Refinanced Term Loans” has the meaning specified in Section 10.01.

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          “Euro Replacement Term Loans” has the meaning specified in Section 10.01.

          “Euro Term Commitment” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan or any Credit-Linked Deposit:

     (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Dow Jones Market screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or Sterling (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period,

     (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or Sterling (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period,

     (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars or Sterling for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by UBS AG, Stamford Branch and with a term equivalent to such Interest Period would be offered by a London Affiliate of UBS AG, Stamford Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period,

     (d) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the Telerate page 248 (or any

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successor thereto) for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (Brussels time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in Euros for delivery on the first day of such Interest Period,

     (e) if the rate referenced in the preceding clause (d) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average Banking Federation of the European Union Interest Settlement Rate for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in Euros for delivery on the first day of such Interest Period, or

     (f) if the rates referenced in the preceding clauses (d) and (e) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Euros for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by UBS AG, Stamford Branch and with a term equivalent to such Interest Period would be offered by a London Affiliate of UBS AG, Stamford Branch to major banks in the European interbank market at their request at approximately 11:00 a.m. (Brussels time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period.

          “Eurocurrency Rate Loan” means a Loan, whether denominated in Dollars or in an Alternative Currency, that bears interest at a rate based on the Eurocurrency Rate.

          “Euro Term Lender” means an Extended Euro Term Lender or a Non-Extended Euro Term Lender.

          “Euro Term Loan” means an Extended Euro Term Loan or a Non-Extended Euro Term Loan.

          “Event of Default” has the meaning specified in Section 8.01.

          “Excess Cash Flow” means, for any period, an amount equal to the excess of:

     (a) the sum, without duplication, of:

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     (i) Consolidated Net Income for such period,

     (ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

     (iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions (other than acquisitions of inventory in the ordinary course of business) by Holdings, the Borrower and the Restricted Subsidiaries completed during such period)), and

     (iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

     (b) the sum, without duplication, of:

     (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income,

     (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

     (iii) the aggregate amount of all principal payments of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) any Mandatory Bond Prepayments and (C) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (x) all other prepayments of Term Loans and (y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

     (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

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     (v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by Holdings, the Borrower and the Restricted Subsidiaries during such period),

     (vi) cash payments by Holdings, the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings, the Borrower and the Restricted Subsidiaries other than Indebtedness,

     (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02(b), (i) or (n) to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,

     (viii) [Reserved],

     (ix) the aggregate amount of expenditures actually made by Holdings, the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

     (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings, the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

     (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

     (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

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

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          “Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

          “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary of Holdings, (b) each Subsidiary listed on Schedule 1.01G hereto, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of (i) a Foreign Subsidiary of Borrower or (ii) a Foreign Subsidiary (other than an Intermediate Holding Company or a Subsidiary of Borrower) of Holdings, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness, provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, and (f) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

          “Existing Credit-Linked Deposit” means a “Post-First Amendment and Restatement Credit-Linked Deposit” as defined in the Second Amended and Restated Credit Agreement.

          “Existing Euro Term Loan” means a “Euro Term Loan” as defined in the Second Amended and Restated Credit Agreement.

          “Existing Letters of Credit” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Existing Revolving Credit Loans” means a “Revolving Credit Loan” as defined in the Third Amended and Restated Credit Agreement.

          “Existing Revolving Credit Commitment” means a “Revolving Credit Commitment” as defined in the Third Amended and Restated Credit Agreement.

          “Existing Synthetic L/C Commitments” means the “Post-First Amendment and Restatement Synthetic L/C Commitments” as defined in the Second Amended and Restated Credit Agreement.

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          “Existing Term Loans” means the Existing Euro Term Loans and the Existing Tranche B Dollar Term Loans.

          “Existing Tranche B Dollar Term Loan” means a “Tranche B Dollar Term Loan” as defined in the Second Amended and Restated Credit Agreement.

          “Extended Alternative Currency Revolving Credit Commitment” means, as to each Lender, its obligation, if any, to (a) make Alternative Currency Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(ii) and (b) purchase participations in Alternative Currency Revolving L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A to the Fourth Amendment and Restatement Agreement under the caption “Extended Alternative Currency Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Dollar Amount of the Extended Alternative Currency Revolving Credit Commitments on the Fourth Amendment and Restatement Effective Date is $0.

          “Extended Alternative Currency Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Extended Alternative Currency Revolving Credit Commitments, and the extensions of credit thereunder, at such time.

          “Extended Alternative Currency Revolving Credit Lender” means, at any time, any Lender that has an Extended Alternative Currency Revolving Credit Commitment, an Extended Alternative Currency Revolving Loan or any Alternative Currency Revolving Credit Exposure in respect of an Extended Alternative Currency Revolving Credit Commitment at such time.

          “Extended Alternative Currency Revolving Credit Loan” means an Alternative Currency Revolving Credit Loan made by a Lender pursuant to its Extended Alternative Currency Revolving Credit Commitment.

          “Extended Dollar Revolving Credit Commitment” means, as to each Lender, its obligation, if any, to (a) make Dollar Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(i), (b) purchase participations in Dollar Revolving L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A to the Fourth Amendment and Restatement Agreement under the caption “Extended Dollar Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Extended Dollar Revolving Credit Commitments on the Fourth Amendment and Restatement Effective Date is $0.

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          “Extended Dollar Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Extended Dollar Revolving Credit Commitments, and the extensions of credit thereunder, at such time.

          “Extended Dollar Revolving Credit Lender” means, at any time, any Lender that has an Extended Dollar Revolving Credit Commitment, an Extended Dollar Revolving Loan or any Dollar Revolving Credit Exposure in respect of an Extended Dollar Revolving Credit Commitment at such time.

          “Extended Dollar Revolving Credit Loan” means a Dollar Revolving Credit Loan made by a Lender pursuant to its Extended Dollar Revolving Credit Commitment.

          “Extended Euro Term Facility” means the Extended Euro Term Loans.

          “Extended Euro Term Lender” means, at any time, any Lender that has an Extended Euro Term Loan at such time.

          “Extended Euro Term Loan” means an Existing Euro Term Loan that shall have been converted to an “Extended Euro Term Loan” under the Third Amendment and Restatement Agreement.

          “Extended Revolving Credit Commitments” means, collectively, the Extended Dollar Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments.

          “Extended Revolving Credit Facilities” means the collective reference to the Extended Dollar Revolving Credit Facility and the Extended Alternative Currency Revolving Credit Facility.

          “Extended Revolving Credit Lender” means any Extended Dollar Revolving Credit Lender or Extended Alternative Currency Revolving Credit Lender.

          “Extended Revolving Credit Loan” means a Revolving Credit Loan made by a Lender pursuant to its Extended Revolving Credit Commitment.

          “Extended Synthetic L/C Commitment” means, as to each Lender, its obligation, if any, to (a) fund a Tranche S Term Loan on the Third Amendment and Restatement Effective Date pursuant to Section 4(a)(ii) of the Third Amendment and Restatement Agreement and (b) purchase participations in Synthetic L/C Obligations in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A to the Third Amendment and Restatement Agreement under the caption “Extended Synthetic L/C Commitments” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Extended Synthetic L/C Commitments on the Fourth Amendment and Restatement Effective Date is $136,792,213.15.

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          “Extended Synthetic L/C Exposure” means, as to each Lender, the product of (a) such Lender’s Extended Synthetic L/C Percentage and (b) such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) of the Synthetic L/C Obligations at such time; provided that, if any Unreimbursed Amount under a Synthetic L/C Letter of Credit shall have been refinanced, in part, with Non-Extended Synthetic L/C Loans, then, for so long as such Loans shall be outstanding, the Extended Synthetic L/C Exposure of any Lender shall include such Lender’s Pro Rata Share (determined on the basis of its Extended Synthetic L/C Commitment as a percentage of the Aggregate Extended Synthetic L/C Commitments) of the amount withdrawn from the Tranche S Collateral Account pursuant to Section 2.03(c)(viii)(B) to reimburse, in part, such Unreimbursed Amount.

          “Extended Synthetic L/C Facility” means the Extended Synthetic L/C Commitments, and the extensions of credit made thereunder, including the Tranche S Term Loans.

          “Extended Synthetic L/C Lender” means, at any time, any Lender that has an Extended Synthetic L/C Commitment, a Tranche S Term Loan or an Extended Synthetic L/C Exposure at such time.

          “Extended Synthetic L/C Percentage” means, with respect to any Extended Synthetic L/C Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Extended Synthetic L/C Commitment of such Lender at such time and the denominator of which is the aggregate amount of the Synthetic L/C Commitments of such Lender at such time.

          “Extended Synthetic L/C Pro Rata Share Amount” means, when used with respect to the portion of any Unreimbursed Amount under a Synthetic L/C Letter of Credit allocable to any Extended Synthetic L/C Lender, the product of (a) such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) of such Unreimbursed Amount and (b) such Lender’s Extended Synthetic L/C Percentage.

          “Extended Term Loan” means an Extended Euro Term Loan or an Extended Tranche B Dollar Term Loan.

          “Extended Tranche B Dollar Term Facility” means the Extended Tranche B Dollar Term Loans.

          “Extended Tranche B Dollar Term Lender” means, at any time, any Lender that has an Extended Tranche B Dollar Term Loan at such time.

          “Extended Tranche B Dollar Term Loan” means an Existing Tranche B Dollar Term Loan that shall have been converted to an “Extended Tranche B Dollar Term Loan” under the Third Amendment and Restatement Agreement.

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          “Facility” means the Extended Tranche B Dollar Term Facility, the Non-Extended Tranche B Dollar Term Facility, the Extended Euro Term Facility, the Non-Extended Euro Term Facility, the Extended Dollar Revolving Credit Facility, the Non-Extended Dollar Revolving Credit Facility, the Extended Alternative Currency Revolving Credit Facility, the Non-Extended Alternative Currency Revolving Credit Facility, the Extended Synthetic L/C Facility or the Non-Extended Synthetic L/C Facility, as the context may require, and are referred to collectively as the “Facilities” .

          “FASA Credits” means the Delta FASA Credits and the Northwest FASA Credits, as defined in the Delta FASA and the Northwest FASA, respectively.

          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to UBS AG, Stamford Branch on such day on such transactions as determined by the Administrative Agent.

          “First Amendment and Restatement Effective Date” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “First Lien Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total First Lien Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

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

          “Foreign Holdco” means a direct wholly owned Subsidiary of Holdings which shall hold all of Holdings’ interests in all of its other Foreign Subsidiaries.

          “Foreign Lender” has the meaning specified in Section 10.15(a)(i).

          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States.

          “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings which is not a Domestic Subsidiary.

          “Fourth Amendment and Restatement Agreement” means the Fourth Amendment and Restatement Agreement dated as of September 30, 2011, among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, the Administrative

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Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender, the Syndication Agent and the other Lenders party thereto.

          “Fourth Amendment and Restatement Effective Date” has the meaning specified in the Fourth Amendment and Restatement Agreement.

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

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

          “Funded Debt” means all Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans and Indebtedness under the Second Lien Debt Documents.

          “GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Original Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

          “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Granting Lender” has the meaning specified in Section 10.07(h).

          “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such

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Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Original Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

          “Guarantor” means each Person that is required to and has unconditionally guaranteed all Obligations to the extent set forth in the definition of “Collateral and Guarantee Requirement”.

          “Guaranty” means (a) the guaranty made by Holdings and the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

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

          “Hedge Bank” means (i) UBS AG, London branch, with respect to those certain three cross currency swaps executed by Borrower with UBS AG, London branch, each with an effective date of August 23, 2006 and (ii) any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

          “High Yield Notes” means the Senior Notes and Senior Subordinated Notes.

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          “High Yield Notes Documentation” means the High Yield Notes, and all documents executed and delivered with respect to the High Yield Notes, including the Senior Notes Indenture and the Senior Subordinated Notes Indenture.

          “Holdings” has the meaning specified in the introductory paragraph to this Agreement.

          “Honor Date” has the meaning specified in Section 2.03(c)(i).

          “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

     (c) net obligations of such Person under any Swap Contract;

     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (f) all Attributable Indebtedness;

     (g) all obligations of such Person in respect of Disqualified Equity Interests; and

     (h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is

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otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

          “Indemnified Liabilities” has the meaning specified in Section 10.05.

          “Indemnitees” has the meaning specified in Section 10.05.

          “Information” has the meaning specified in Section 10.08.

          “Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, substantially in the form attached as Exhibit J.

          “Intercreditor Agreement” means (i) the Intercreditor Agreement, substantially in the form of Exhibit K to this Agreement, among the Administrative Agent, the Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, the Borrower and the other Loan Parties or (ii) any other intercreditor agreement among the Administrative Agent, the Collateral Agent, the Second Lien Administrative Agent (if then in effect), the Second Lien Collateral Agent (if then in effect), the Borrower and the other Loan Parties on terms that are no less favorable in any material respect to the Secured Parties as those contained in the form attached as Exhibit K to this Agreement, in each case, as amended, restated, supplemented or otherwise modified from time to time.

          “Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; and (c) as to any Credit-Linked Deposit, the last day of each Interest Period therefor or the date of any prepayment thereof.

          “Interest Period” means (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice (except for any Non-Extended Synthetic L/C

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Loan or any Tranche S Term Loan, which shall initially have an Interest Period coincident with the Interest Period in effect for the Credit-Linked Deposits at the time such Loan is made, subject to subsequent conversion in accordance with Section 2.02), and (b) as to any Credit-Linked Deposit, the period commencing on the date specified in the Second Amended and Restated Credit Agreement with respect to such Credit-Linked Deposit and ending on the next succeeding day thereafter that is the last Business Day of March, June, September or December, and thereafter, the period commencing on the last day of the preceding Interest Period with respect thereto; provided that:

     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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

     (c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan or Credit-Linked Deposit was made.

          “Intermediate Holding Company” means any Subsidiary of Holdings that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower.

          “Intermediate Parent” has the meaning specified in the introductory paragraph to this Agreement.

          “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

          “Investment Transaction” means (a) the contribution of the Second Lien Tranche A Term Loans to the Travelport Guarantor as a capital contribution, (b) the

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guaranty by the Travelport Guarantor of certain obligations under the PIK Credit Agreement and the pledge of the Second Lien Tranche A Term Loans to secure the Travelport Guarantor’s obligations under such guaranty, and the escrow arrangements related thereto, (c) the consummation of any other transactions incidental to any of the foregoing, and (d) the payment of fees and expenses in connection with any of the foregoing.

          “IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

          “IP Rights” has the meaning specified in Section 5.15.

          “IRS” means the United States Internal Revenue Service.

          “Joint Bookrunners” means UBS Securities LLC, Credit Suisse Securities (USA) LLC and Lehman Brothers Inc., each in its capacity as a Joint Bookrunner under this Agreement.

          “Judgment Currency” has the meaning specified in Section 10.19.

          “Junior Financing” has the meaning specified in Section 7.15(a).

          “Junior Financing Documentation” means any documentation governing any Junior Financing.

          “Latest Maturity Date” means, at any date of determination, the latest date that is a Maturity Date applicable to any Loan or Commitment hereunder at such time, determined after giving effect to any extension of the Maturity Dates hereunder and assuming, in the case of any Maturity Date that is determined by reference to the satisfaction or non-satisfaction of any condition, that such Maturity Date is to occur on the latest of the dates specified therefor.

          “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “L/C Borrowing” means a Revolving L/C Borrowing or a Non-Extended Synthetic L/C Borrowing.

          “L/C Credit Extension” means a Revolving L/C Credit Extension or a Synthetic L/C Credit Extension.

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          “L/C Issuer” means a Revolving L/C Issuer or the Synthetic L/C Issuer.

          “L/C Obligations” means the Revolving L/C Obligations and the Synthetic L/C Obligations.

          “Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

          “Letter of Credit” means any Existing Letter of Credit or any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

          “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

          “Letter of Credit Expiration Date” means (a) with respect to Letters of Credit issued under the Revolving Credit Facilities, the day that is five (5) Business Days prior to the latest scheduled Maturity Date then in effect for the Revolving Credit Facilities (or, if such day is not a Business Day, the next preceding Business Day) and (b) with respect to Letters of Credit issued under the Synthetic L/C Facilities, the day that is five (5) Business Days prior to the latest scheduled Maturity Date then in effect for the Synthetic L/C Facilities (or, if such day is not a Business Day, the next preceding Business Day).

          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

          “Loan” means an extension of credit made by a Lender to the Borrower under Article II (including such extensions of credit that were made prior to the Fourth Amendment and Restatement Effective Date and acknowledged in Section 2.01 as of such date) in the form of a Tranche B Dollar Term Loan, a Euro Term Loan, a Revolving Credit Loan, a Non-Extended Synthetic L/C Loan, a Tranche S Term Loan or a Swing Line Loan.

          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and, except for purposes of Section

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10.01, the Tranche S Collateral Account Agreement and (v) each Letter of Credit Application.

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

          “Management Stockholders” means the members of management of Holdings or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

          “Mandatory Bond Prepayments” has the meaning specified in Section 6.18.

          “Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01D.

          “Master Agreement” has the meaning specified in the definition of “Swap Contract.”

          “Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document.

          “Maturity Date” means (a) with respect to the Non-Extended Revolving Credit Commitments, the Non-Extended Revolving Credit Loans and the Non-Extended Revolving Credit Facilities, the sixth anniversary of the Original Closing Date, (b) with respect to the Extended Revolving Credit Commitments, the Extended Revolving Credit Loans and the Extended Revolving Credit Facilities, April 28, 2014, (c) with respect to the Non-Extended Term Loans and the Non-Extended Synthetic L/C Facility, the seventh anniversary of the Original Closing Date and (d) with respect to the Extended Term Loans and the Extended Synthetic L/C Facility, the ninth anniversary of the Original Closing Date; provided that, in the case of clause (d), the Maturity Date with respect to the Extended Term Loans and the Extended Synthetic L/C Facility (including the Tranche S Term Loans) shall instead be May 29, 2014, if the Senior Notes shall not have been repaid, redeemed, defeased, refinanced or otherwise satisfied in full on or prior to May 29, 2014 (with any such repayment, redemption, defeasance, refinancing or other satisfaction financed, in whole or in part, with the proceeds of Indebtedness qualifying as such for purposes of this definition only if (i) the stated final maturity of such Indebtedness shall not be earlier than 91 days after the Latest Maturity Date in effect on the date of incurrence thereof, and such stated final maturity shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes such 91st day (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Indebtedness upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be

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deemed to constitute a change in the stated final maturity thereof) and (ii) such Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the date that is 91 days after the Latest Maturity Date in effect on the date of incurrence thereof, provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of each Class of the Term Loans outstanding as of the date of incurrence thereof); provided, further, that if any day that would otherwise be a Maturity Date is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

          “Maximum Rate” has the meaning specified in Section 10.10.

          “Minimum Amount” means, on any date, $75,000,000; provided that if the Revolving Credit Commitments are less than $125,000,000 on such date then the Minimum Amount shall be reduced by the difference between $125,000,000 and the amount of the Revolving Credit Commitments on such date but in no event shall be less than $70,000,000.

          “Minimum Cash” means, on any date, the Dollar Amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(l), Section 7.01(r), Section 7.01(s), clauses (i) and (ii) of Section 7.01(u) and Section 7.01(aa)) included in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of such date, minus the aggregate amount of cash and Cash Equivalents credited to the Tranche S Collateral Account as of such date.

          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

          “Mortgage” means a document in form and substance reasonably satisfactory to the Administrative Agent.

          “Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

          “Mortgaged Properties” has the meaning specified in paragraph (h) of the definition of “Collateral and Guarantee Requirement”.

          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions or, during the preceding five plan years, has made or been obligated to make contributions.

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          “Net Cash Proceeds” means:

     (a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Permitted Refinancing Indebtedness), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserves for adjustment in respect of (x) the sale price of such assets or assets established in accordance with GAAP, including working capital adjustments, (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters, and (z) any indemnification obligations associated with such asset or assets or such transaction (provided that, solely with respect to the Permitted Disposition, amounts deducted from Net Cash Proceeds pursuant to this subclause (D) shall not exceed, individually or in the aggregate, $30,000,000), it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed a Dollar Amount of $7,250,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed a Dollar Amount of $21,750,000 (and thereafter only

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net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

     (b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

          “New Post-First Amendment and Restatement Synthetic L/C Commitment” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “New Post-First Amendment and Restatement Synthetic L/C Lender” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA”.

          “Non-Consenting Lender” has the meaning specified in Section 3.07(d).

          “Non-Extended Alternative Currency Revolving Credit Commitment” means, as to each Lender, its obligation, if any, to (a) make Alternative Currency Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(ii) and (b) purchase participations in Alternative Currency Revolving L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A to the Fourth Amendment and Restatement Agreement under the caption “Non-Extended Alternative Currency Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Dollar Amount of the Non-Extended Alternative Currency Revolving Credit Commitments on the Fourth Amendment and Restatement Effective Date is $100,000,000.00.

          “Non-Extended Alternative Currency Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Non-Extended Alternative Currency Revolving Credit Commitments, and the extensions of credit thereunder, at such time.

          “Non-Extended Alternative Currency Revolving Credit Lender” means, at any time, any Lender that has a Non-Extended Alternative Currency Revolving Credit Commitment, a Non-Extended Alternative Currency Revolving Loan or any Alternative Currency Revolving Credit Exposure in respect of a Non-Extended Alternative Currency Revolving Credit Commitment at such time.

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          “Non-Extended Alternative Currency Revolving Credit Loan” means an Alternative Currency Revolving Credit Loan made by a Lender pursuant to its Non-Extended Alternative Currency Revolving Credit Commitment.

          “Non-Extended Dollar Revolving Credit Commitment” means, as to each Lender, its obligation, if any, to (a) make Dollar Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(i), (b) purchase participations in Dollar Revolving L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A to the Fourth Amendment and Restatement Agreement under the caption “Non-Extended Dollar Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Non-Extended Dollar Revolving Credit Commitments on the Fourth Amendment and Restatement Effective Date is $200,000,000.00.

          “Non-Extended Dollar Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Non-Extended Dollar Revolving Credit Commitments, and the extensions of credit thereunder, at such time.

          “Non-Extended Dollar Revolving Credit Lender” means, at any time, any Lender that has a Non-Extended Dollar Revolving Credit Commitment, a Non-Extended Dollar Revolving Loan or any Dollar Revolving Credit Exposure in respect of a Non-Extended Dollar Revolving Credit Commitment at such time.

          “Non-Extended Dollar Revolving Credit Loan” means a Dollar Revolving Credit Loan made by a Lender pursuant to its Non-Extended Dollar Revolving Credit Commitment.

          “Non-Extended Euro Term Facility” means the Non-Extended Euro Term Loans.

          “Non-Extended Euro Term Lender” means, at any time, any Lender that has a Non-Extended Euro Term Loan at such time.

          “Non-Extended Euro Term Loan” means an Existing Euro Term Loan that shall not have been converted to an “Extended Euro Term Loan” under the Third Amendment and Restatement Agreement.

          “Non-Extended Revolving Credit Commitments” means, collectively, the Non-Extended Dollar Revolving Credit Commitments and the Non-Extended Alternative Currency Revolving Credit Commitments.

          “Non-Extended Revolving Credit Facilities” means the collective reference to the Non-Extended Dollar Revolving Credit Facility and the Non-Extended Alternative Currency Revolving Credit Facility.

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          “Non-Extended Revolving Credit Lender” means any Non-Extended Dollar Revolving Credit Lender or Non-Extended Alternative Currency Revolving Credit Lender.

          “Non-Extended Revolving Credit Loan” means a Revolving Credit Loan made by a Lender pursuant to its Non-Extended Revolving Credit Commitment.

          “Non-Extended Synthetic L/C Borrowing” means a borrowing consisting of simultaneous Non-Extended Synthetic L/C Loans deemed made by each of the Non-Extended Synthetic L/C Lenders pursuant to Section 2.03(c)(viii) and having the same Interest Period.

          “Non-Extended Synthetic L/C Commitment” means, as to each Lender, its obligation, if any, to (a) make Non-Extended Synthetic L/C Loans to the Borrower pursuant to Section 2.03(c)(viii) and (b) purchase participations in Synthetic L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount of such Lender’s Existing Synthetic L/C Commitment as in effect immediately prior to the Third Amendment and Restatement Effective Date (less any portion thereof that shall have been converted to an Extended Synthetic L/C Commitment pursuant to the Third Amendment and Restatement Agreement) or the amount set forth in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Non-Extended Synthetic L/C Commitments on the Fourth Amendment and Restatement Effective Date is $13,207,786.85.

          “Non-Extended Synthetic L/C Exposure” means, as to each Lender, the sum of (a) the outstanding principal amount of such Lender’s Non-Extended Synthetic L/C Loans and (b) the product of (i) such Lender’s Non-Extended Synthetic L/C Percentage and (ii) such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) of the Synthetic L/C Obligations at such time.

          “Non-Extended Synthetic L/C Facility” means the Non-Extended Synthetic L/C Commitments and the extensions of credit made thereunder.

          “Non-Extended Synthetic L/C Lender” means, at any time, any Lender that has a Non-Extended Synthetic L/C Commitment or a Non-Extended Synthetic L/C Exposure at such time.

          “Non-Extended Synthetic L/C Loans” means the loans deemed made by the Non-Extended Synthetic L/C Lenders to the Borrower pursuant to Section 2.03(c)(viii) to reimburse, in part, drawings under a Synthetic L/C Letter of Credit, which loans are funded by reducing the Credit-Linked Deposits by a like amount.

          “Non-Extended Synthetic L/C Percentage” means, with respect to any Non-Extended Synthetic L/C Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Non-Extended Synthetic L/C Commitment of such Lender at such time and the denominator

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of which is the aggregate amount of the Synthetic L/C Commitments of such Lender at such time.

          “Non-Extended Synthetic L/C Pro Rata Share Amount” means, when used with respect to the portion of any Unreimbursed Amount under a Synthetic L/C Letter of Credit allocable to any Non-Extended Synthetic L/C Lender, the product of (a) such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) of such Unreimbursed Amount and (b) such Lender’s Non-Extended Synthetic L/C Percentage.

          “Non-Extended Term Loan” means a Non-Extended Euro Term Loan or a Non-Extended Tranche B Dollar Term Loan.

          “Non-Extended Tranche B Dollar Term Facility” means the Non-Extended Tranche B Dollar Term Loans.

          “Non-Extended Tranche B Dollar Term Lender” means, at any time, any Lender that has a Non-Extended Tranche B Dollar Term Loan at such time.

          “Non-Extended Tranche B Dollar Term Loan” means an Existing Tranche B Dollar Term Loan that shall not have been converted to an “Extended Tranche B Dollar Term Loan” under the Third Amendment and Restatement Agreement.

          “Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

          “Northwest” means Northwest Airlines, Inc., a Minnesota corporation.

          “Northwest FASA” means the Northwest Founder Airline Services Agreement, dated as of June 30, 2003, between Northwest and the Borrower.

          “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b) and (b) was not previously applied, or is not simultaneously being applied, to any Investment, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness under any Second Lien Debt Document or a Junior Financing pursuant to Section 7.02(n), 7.06(g)(i), 7.06(i) or 7.15(a).

          “Note” means any promissory note of the Borrower payable to a Lender under any Facility or Facilities (or its registered assigns) evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from extensions of credit made by such Lender under such Facility or Facilities. Notes issued on and after the Third Amendment and Restatement Effective Date shall be in form and substance reasonably satisfactory to the Borrower and the Administrative Agent.

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          “Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

          “NPL” means the National Priorities List under CERCLA.

          “Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement, and (c) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (i) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (ii) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

          “OID” has the meaning specified in the definition of the term “Permitted Refinancing Indebtedness”.

          “Orbitz Business” means the Subsidiaries of Holdings whose assets and operations comprise the Orbitz Worldwide Business division of Holdings (as such division is currently comprised) and do not contain any portion (other than de minimis portions) of any business, operations or assets of Holdings or any of its Subsidiaries other than the Orbitz Worldwide Business (as such division is currently comprised).

          “Orbitz IPO” means an initial public offering of common Equity Interests of Orbitz TopCo.

          “Orbitz TopCo” means a Subsidiary that is part of the Orbitz Business that owns any and all of the other Subsidiaries of Holdings comprising the Orbitz Business.

          “Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable

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Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

          “Original Closing Date” means August 23, 2006.

          “Original Closing Date Audited Financial Statements” means the audited combined balance sheets of the Travelport business of Cendant Corporation as of each of December 31, 2005 and 2004, and the related audited consolidated statements of income, stockholders’ equity and cash flows for the Travelport business of Cendant Corporation for the fiscal years ended December 31, 2005, 2004 and 2003, respectively.

          “Original Closing Date Pro Forma Balance Sheet” has the meaning specified in Section 5.05(a)(ii).

          “Original Closing Date Pro Forma Financial Statements” has the meaning specified in Section 5.05(a)(ii).

          “Original Closing Date Transactions” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Original Closing Date Unaudited Financial Statements” means the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Target and its Subsidiaries for each subsequent fiscal quarter ended at least forty-five (45) days before the Original Closing Date, which financial statements shall be prepared in accordance with GAAP.

          “Original Credit Agreement” has the meaning specified in the preliminary statements hereto.

          “Original Post-First Amendment and Restatement Synthetic L/C Commitment” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Original Post-First Amendment and Restatement Synthetic L/C Lender” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Other Indebtedness” has the meaning specified in the definition of the term “Permitted Refinancing Indebtedness”.

          “Other Sponsor” shall mean another financial sponsor identified to the Administrative Agent that is a purchaser of Equity Interests in Holdings on or prior to December 4, 2008.

          “Other Taxes” has the meaning specified in Section 3.01(b).

          “Outstanding Amount” means (a) with respect to the Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans, Non-Extended Synthetic L/C

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Loans, Tranche S Term Loans and Swing Line Loans on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Revolving Letters of Credit as a Revolving Credit Borrowing), Non-Extended Synthetic L/C Loans, Tranche S Term Loans and Swing Line Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the Dollar Amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit as a Revolving Credit Borrowing or Non-Extended Synthetic L/C Borrowing, as the case may be) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

          “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of UBS AG, Stamford Branch in the applicable offshore interbank market for such currency to major banks in such interbank market.

          “Participant” has the meaning specified in Section 10.07(e).

          “Participating Member State” means each state so described in any EMU Legislation.

          “PBGC” means the Pension Benefit Guaranty Corporation.

          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

          “Permitted Acquisition” has the meaning specified in Section 7.02(i).

          “Permitted Amendments” has the meaning specified in Section 2.17(c).

          “Permitted Disposition” means the disposition of GTA Holdco Limited, GTA Americas LLC, Columbus Technology Developments Limited and Octopus Travel.com (USA) Ltd, in each case pursuant to the Permitted Disposition Agreement.

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          “Permitted Disposition Agreement” means the Share Purchase Agreement, dated as of March 5, 2011 by and among Gullivers Services Limited, Travelport (Bermuda) Ltd. and Travelport Inc., as the sellers, Travelport Limited, as the Travelport guarantor, Kuoni Holdings Plc, Kuoni Holding Delaware, Inc. and KIT Solution AG, as the purchasers, and Kuoni Reisen Holding AG, as the Kuoni guarantor.

          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO, of the Borrower or an Intermediate Holding Company) to the extent permitted hereunder.

          “Permitted Holders” means each of (i) the Sponsor, (ii) the Management Stockholders and (iii) the Other Sponsor; provided that if the Management Stockholders own beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as Permitted Holders of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time; provided further that if the Other Sponsor owns beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, it shall be treated as a Permitted Holder of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time.

          “Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(t) or 7.03(v), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the

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Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

          “Permitted Refinancing Indebtedness” means (a) Indebtedness of the Borrower and any Guarantees thereof by the Guarantors incurred to refinance the Term Loans (any such Indebtedness being referred to in this definition as “Other Indebtedness”); provided that (i) the stated final maturity of such Other Indebtedness is not earlier than 91 days after the Latest Maturity Date in effect on the date of incurrence thereof, and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such 91st day (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Other Indebtedness upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof), (ii) such Other Indebtedness is not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the date that is 91 days after the Latest Maturity Date in effect on the date of incurrence thereof, provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Other Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such Other Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of each Class of the Term Loans outstanding as of the date of incurrence thereof, (iii) such Other Indebtedness shall not be an obligation (including pursuant to a Guarantee) of any Person other than the Borrower and the Guarantors, (iv) 100% of the Net Cash Proceeds of such Other Indebtedness shall be applied, on the date of the incurrence thereof, (A) to repay or prepay all or any portion of the outstanding Non-Extended Term Loans or to refinance all or any portion of the Non-Extended Synthetic L/C Facility (with a concomitant reduction of the Non-Extended Synthetic L/C Commitments) and (B)(x) following the repayment or refinancing in full of all the outstanding Non-Extended Term Loans, to repay or prepay all or any portion of the outstanding Extended Term Loans and (y) following the expiration and repayment in full of the Non-Extended Synthetic L/C Facility, to refinance all or any portion of the Extended Synthetic L/C Facility (with a concomitant reduction of the Extended Synthetic L/C Commitments), (v) such Other Indebtedness shall not be secured by any Lien on any property or assets of Holdings or any Subsidiary, provided that any such Other Indebtedness 100% of the Net Cash Proceeds of which are applied in accordance with

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clause (iv) above may be secured on a second priority basis (and subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and with terms substantially the same as the Intercreditor Agreement) by such property and assets of Holdings and the Subsidiaries as secure the Obligations (other than the Tranche S Collateral Account and funds credited thereto), provided further that any such Other Indebtedness 100% of the Net Cash Proceeds of which are applied in accordance with clause (iv)(A) above may be secured on a first priority basis (and subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent) by such property and assets of Holdings and the Subsidiaries as secure the Obligations (other than the Tranche S Collateral Account and funds credited thereto), (vi) with respect to any such Other Indebtedness secured on a first priority basis in accordance with the preceding clause (v), if the initial yield on such Other Indebtedness (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurocurrency Rate or similar interest rate spread on such Other Indebtedness for a three-month Interest Period commencing on such date (which shall be increased by the amount that any “LIBOR floor” applicable to such Other Indebtedness on the date such Other Indebtedness is incurred would exceed the Eurocurrency Rate or similar interest rate spread that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Other Indebtedness is initially incurred at a discount or the lenders making the same receive a fee directly or indirectly from Holdings or any Subsidiary for doing so, but excluding customary arrangement fees and commitment fees paid to the arrangers (the amount of such discount or fee, expressed as a percentage of such Other Indebtedness, being referred to herein as “OID”), the amount of such OID divided by the lesser of (x) the average life to maturity of such Other Indebtedness and (y) four) exceeds the sum of (A) the margin then in effect for any Term Loan of any Class (which, with respect to the Term Loans of any such Class, shall be the sum of the Applicable Rate then in effect for such Term Loans of such Class increased by the amount that any “LIBOR floor” applicable to such Term Loans of such Class on the date such Other Indebtedness is incurred would exceed the Eurocurrency Rate that would be in effect for a three-month Interest Period commencing on such date) plus (B) the amount of OID initially paid in respect of the Term Loans of such Class divided by the lesser of (x) the average life to maturity of the Term Loans of such Class as in effect at the time such Term Loans were made as reasonably determined by the Administrative Agent and (y) four (the amount of such excess being referred to herein as the “Yield Differential”), then the Applicable Rate then in effect for each such affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the incurrence of such Other Indebtedness and (vii) both immediately prior and after giving effect thereto, no Default exists or would result therefrom and (b) any Permitted Refinancing in respect of the Indebtedness referred to in clause (a) above.

          “Permitted Refinancing Indebtedness Documentation” means any documentation governing any Permitted Refinancing Indebtedness.

          “Permitted Transfer Date” has the meaning specified in the form of the PIK Credit Agreement attached as Exhibit A to Exhibit F (Amendment Agreement) to the Disclosure Statement, dated September 28, 2011, and filed by Holdings with the Securities and Exchange Commission.

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

          “PIK Credit Agreement” means the Amended and Restated Credit Agreement among Travelport Holdings, Wells Fargo Bank, National Association, as administrative agent, each lender from time to time party thereto and the other agents and arrangers named therein in substantially the form attached as Exhibit A to Exhibit F (Amendment Agreement) to the Disclosure Statement, dated September 28, 2011, and filed by Holdings with the Securities and Exchange Commission, as such Amended and Restated Credit Agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

          “PIK Guarantee” means any Guarantee by Holdings, the Borrower or any Restricted Subsidiary in respect of any obligations of Travelport Holdings under the PIK Credit Agreement.

          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

          “Pledged Debt” has the meaning specified in the Security Agreement.

          “Pledged Equity” has the meaning specified in the Security Agreement.

          “Post-Acquisition Period” means, with respect to the acquisition of an Acquired Entity or Business, the period beginning on the date such acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such acquisition is consummated.

          “Principal L/C Issuer” means (a) any L/C Issuer that has issued Letters of Credit under any Revolving Credit Facility having an aggregate Outstanding Amount in excess of $10,000,000 and (b) the Synthetic L/C Issuer.

          “Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of Holdings, the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of

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projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

          “Pro Forma Basis” , “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) if compliance for a Test Period ending on or before June 30, 2007 is being determined, the Transaction shall have been deemed to have been consummated on the first day of such applicable Test Period, (B) to the extent applicable, the Pro Forma Adjustment shall have been made and (C) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by Holdings, the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings, the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

          “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

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          “Purchase Agreement” means the Purchase Agreement by and among Cendant Corporation, Travelport LLC and TDS Investor LLC dated as of June 30, 2006.

          “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

          “Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings, any Intermediate Holding Company or the Borrower of its common Equity Interests in an underwritten primary public offering (other than an offering solely in respect of an employee stock purchase program) in the United States, Canada, Switzerland or any member nation of the European Union.

          “Register” has the meaning specified in Section 10.07(d).

          “Rejection Notice” has the meaning specified in Section 2.05(b)(vi).

          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

          “Request for Credit Extension” means (a) with respect to a Borrowing, or a conversion or continuation of Term Loans of any Class, Revolving Credit Loans of any Class or Non-Extended Synthetic L/C Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

          “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in Dollar L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Tranche B Dollar Term Commitments, (c) aggregate unused Euro Term Commitments, (d) aggregate unused Revolving Credit Commitments and (e) aggregate Unused Synthetic L/C Commitments; provided that the unused Tranche B Dollar Term Commitment, unused Euro Term Commitment, unused Revolving Credit Commitment and Unused Synthetic L/C Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender or Holdings or any Affiliate thereof shall be excluded for purposes of making a determination of Required Lenders.

          “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Original Closing Date, the First Amendment and Restatement Effective Date or the Worldspan Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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

          “Restricted Subsidiary” means any Subsidiary of Holdings (including any Intermediate Holding Company) other than an Unrestricted Subsidiary and other than the Borrower.

          “Restructuring Transaction” means, collectively, (a) the amendment of the Third Amended and Restated Credit Agreement pursuant to the Fourth Amendment and Restatement Agreement, (b) the formation of the Travelport Guarantor, (c) the execution, delivery and performance by the Loan Parties of the Second Lien Debt Documents to which they are a party on the Fourth Amendment and Restatement Effective Date, (d) the incurrence by the Borrower of the Second Lien Term Loans made on the Fourth Amendment and Restatement Effective Date, (e) the sale of the Second Lien Term Loans to Holdings on the Fourth Amendment and Restatement Effective Date in exchange for the Tranche A Intercompany Note and the Tranche B Intercompany Note, (f) a cash dividend in the amount of $89,500,000 from the Borrower to its direct or indirect parent companies, the proceeds of which shall be used by Holdings to make a cash dividend to Travelport Holdings on the Fourth Amendment and Restatement Effective Date, (g) the dividend of the Second Lien Tranche B Term Loans by Holdings to Travelport Holdings on or after the Fourth Amendment and Restatement Effective Date, (h) the consummation of any other transactions incidental to any of the foregoing and as disclosed to the Administrative Agent and the Lenders prior to the Fourth Amendment and Restatement Effective Date and (i) the payment of fees and expenses in connection with any such other transaction or any of the foregoing.

          “Revolving Credit Borrowing” means a Dollar Revolving Credit Borrowing or an Alternative Currency Revolving Credit Borrowing.

          “Revolving Credit Commitments” means the collective reference to the Dollar Revolving Credit Commitment and the Alternative Currency Revolving Credit Commitment.

          “Revolving Credit Exposure” means the collective reference to the Dollar Revolving Credit Exposure and the Alternative Currency Revolving Credit Exposure.

          “Revolving Credit Facilities” means the collective reference to the Dollar Revolving Credit Facility and the Alternative Currency Revolving Credit Facility.

          “Revolving Credit Lenders” means the collective reference to the Dollar Revolving Credit Lenders and the Alternative Currency Revolving Credit Lenders.

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          “Revolving Credit Loan Modification Agreement” shall mean a Revolving Credit Loan Modification Agreement in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arranger, the Administrative Agent and the Borrower, among the Borrower, the other Loan Parties, one or more Accepting Revolving Credit Lenders, the Revolving Credit Loan Modification Offer Arranger and the Administrative Agent.

          “Revolving Credit Loan Modification Offer” has the meaning specified in Section 2.17.

          “Revolving Credit Loan Modification Offer Arranger” means, with respect to any Revolving Credit Loan Modification Offer, any Person or Persons appointed by the Borrower as an arranger thereof.

          “Revolving Credit Loans” means the collective reference to the Dollar Revolving Credit Loans and the Alternative Currency Revolving Credit Loans.

          “Revolving L/C Advances” means the collective reference to Dollar Revolving L/C Advances and Alternative Currency Revolving L/C Advances.

          “Revolving L/C Borrowings” means the collective reference to Dollar Revolving L/C Borrowings and Alternative Currency Revolving L/C Borrowings.

          “Revolving L/C Credit Extensions” means the collective reference to the Dollar Revolving L/C Credit Extensions and the Alternative Currency Revolving L/C Credit Extensions.

          “Revolving L/C Issuer” means the collective reference to the Dollar Revolving L/C Issuer and the Alternative Currency Revolving L/C Issuer.

          “Revolving L/C Obligations” means the collective reference to the Dollar Revolving L/C Obligations and the Alternative Currency Revolving L/C Obligations.

          “Revolving Letters of Credit” means the collective reference to Dollar Revolving Letters of Credit and Alternative Currency Revolving Letters of Credit.

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

          “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

          “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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          “Second Amended and Restated Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.

          “Second Amendment and Restatement Effective Date” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Second Lien Administrative Agent” means Wells Fargo Bank, National Association, acting through such of its branches or affiliates as it deems appropriate, in its capacity as administrative agent under the Second Lien Debt Documents or, subsequent to any refinancing of the Second Lien Term Loans permitted by this Agreement and the Intercreditor Agreement, the trustee, administrative agent or similar agent under the Second Lien Credit Agreement and each of their successors in such capacities.

          “Second Lien Collateral Agent” means Wells Fargo Bank, National Association, acting through such of its branches or affiliates as it deems appropriate, in its capacity as collateral agent, collateral trustee or similar agent under any of the Second Lien Debt Documents, or any successor collateral agent, collateral trustee or similar agent.

          “Second Lien Collateral Documents” has the meaning assigned to the term “Collateral Documents” in the Second Lien Credit Agreement.

          “Second Lien Credit Agreement” means that certain credit agreement dated as of September 30, 2011, among the Loan Parties, Wells Fargo Bank, National Association, acting through such of its branches or affiliates as it deems appropriate, as administrative agent and collateral agent for the Second Lien Secured Parties, as amended, restated, supplemented or modified from time to time to the extent permitted by this Agreement and the Intercreditor Agreement, and shall also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof permitted by this Agreement and the Intercreditor Agreement (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original Second Lien Credit Agreement or any other credit or other agreement or indenture and whether entered into prior to, concurrently with or subsequent to the termination of the prior Second Lien Credit Agreement). Any reference to the Second Lien Credit Agreement herein shall be deemed a reference to any Second Lien Credit Agreement then in existence.

          “Second Lien Debt Documents” means each Second Lien Credit Agreement, the Second Lien Collateral Documents and the other “Loan Documents” as defined in any Second Lien Credit Agreement, including each mortgage and other security documents, guaranties and the notes, if any, issued thereunder. For the avoidance of doubt, any Indebtedness incurred or outstanding pursuant to Section 7.03(v) shall be deemed to have been incurred and outstanding under the Second Lien Debt Documents.

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          “Second Lien Secured Parties” means the Second Lien Administrative Agent, the Second Lien Collateral Agent and each person that is a lender or investor under the Second Lien Credit Agreement.

          “Second Lien Term Loans” means the senior secured second lien term loans under the Second Lien Credit Agreement (or any other Indebtedness under the Second Lien Credit Agreement that refinances such senior secured second lien term loans and is permitted by the terms of this Agreement).

          “Second Lien Tranche A Term Loans” means the “Tranche A Term Loans” as defined in the Second Lien Credit Agreement as of the Fourth Amendment and Restatement Effective Date.

          “Second Lien Tranche B Term Loans” means the “Tranche B Term Loans” as defined in the Second Lien Credit Agreement as of the Fourth Amendment and Restatement Effective Date.

          “Secured Hedge Agreement” means any Swap Contract permitted under Section 7.03(f) that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

          “Securities Act” means the Securities Act of 1933.

          “Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

          “Security Agreement Supplement” has the meaning specified in the Security Agreement.

          “Senior Notes” means, collectively, (a) $450,000,000 in aggregate principal amount of the Borrower’s 9⁷/₈% senior dollar fixed rate notes due 2014, (b) $150,000,000 in aggregate principal amount of the Borrower’s dollar floating rate senior unsecured notes due 2014 and (c) €235,000,000 in aggregate principal amount of the Borrower’s euro floating rate senior unsecured notes due 2014.

          “Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of August 23, 2006.

          “Senior Subordinated Notes” means, collectively, (a) $300,000,000 in aggregate principal amount of the Borrower’s 11⁷/₈% senior subordinated notes due 2016

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and (b) €160,000,000 in aggregate principal amount of the Borrower’s 10⁷/₈% senioreuro fixed rate notes due 2016.

          “Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of August 23, 2006.

          “Sold Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA”.

          “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

          “SPC” has the meaning specified in Section 10.07(h).

          “Specified Default” means any Event of Default under Section 8.01(a), (f) or (g).

          “Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment or Subsidiary designation that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

          “Sponsor” means The Blackstone Group and its Affiliates, but not including, however, any of its portfolio companies.

          “Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Sponsor and the Borrower.

          “Sponsor Termination Fees” means the one time payment under the Sponsor Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

          “Sterling” and “£” mean the lawful currency of the United Kingdom.

          “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of

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securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

          “Subsidiary Guarantor” means, collectively, the Subsidiaries of Holdings that are Guarantors.

          “Successor Borrower” has the meaning specified in Section 7.04(d).

          “Supplemental Administrative Agent” has the meaning specified in Section 9.13, and “Supplemental Administrative Agents” shall have the corresponding meaning.

          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

          “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

          “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

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          “Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

          “Swing Line Lender” means UBS Loan Finance LLC, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

          “Swing Line Loan” has the meaning specified in Section 2.04(a).

          “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

          “Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

          “Swing Line Sublimit” means, at any time, an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate Dollar Amount of the Dollar Revolving Credit Commitments at such time. The Swing Line Sublimit is part of, and not in addition to, the Dollar Revolving Credit Commitments.

          “Syndication Agent” means Credit Suisse Securities (USA), LLC, as Syndication Agent under this Agreement.

          “Synthetic L/C Commitment” means an Extended Synthetic L/C Commitment or a Non-Extended Synthetic L/C Commitment.

          “Synthetic L/C Credit Extension” means, with respect to any Synthetic L/C Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

          “Synthetic L/C Exposure” means the collective reference to the Extended Synthetic L/C Exposure and the Non-Extended Synthetic L/C Exposure.

          “Synthetic L/C Exposure Readjustment Date” has the meaning specified in Section 2.03(a)(ii).

          “Synthetic L/C Facilities” means the collective reference to the Extended Synthetic L/C Facility and the Non-Extended Synthetic L/C Facility.

          “Synthetic L/C Issuer” means UBS AG, Stamford Branch and its successors (including pursuant to Section 10.07(j)).

          “Synthetic L/C Lender” means an Extended Synthetic L/C Lender or a Non-Extended Synthetic L/C Lender.

          “Synthetic L/C Letter of Credit” means a Letter of Credit denominated in Dollars that is designated, or deemed to be designated, as a “Synthetic L/C Letter of Credit” in accordance herewith.

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          “Synthetic L/C Loan” means a Non-Extended Synthetic L/C Loan.

          “Synthetic L/C Obligations” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Synthetic L/C Letters of Credit (whether or not such maximum amount is then in effect under any such Synthetic L/C Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Synthetic L/C Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Synthetic L/C Letters of Credit.

          “Target” means Travelport LLC (formerly known as Cendant Travel Distribution Services Group, Inc.), a Delaware corporation and an indirect wholly owned subsidiary of Cendant Corporation.

          “TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

          “Taxes” has the meaning specified in Section 3.01(a).

          “TDS Intermediate Parent” has the meaning specified in the introductory paragraph to this Agreement.

          “Term Borrowing” means a borrowing consisting of Term Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period.

          “Term Lender” means a Tranche B Dollar Term Lender or a Euro Term Lender, as the context may require.

          “Term Loan” means a Tranche B Dollar Term Loan, a Euro Term Loan or a Tranche S Term Loan, as the context may require.

          “Test Period” in effect at any time shall mean the most recent period of four consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b); provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Target ended June 30, 2006. A Test Period may be designated by reference to the last day thereof (i.e., the “March 31, 2007 Test Period” refers to the period of four consecutive fiscal quarters of Holdings ended March 31, 2007), and a Test Period shall be deemed to end on the last day thereof.

          “Third Amendment and Restatement Agreement” means the Third Amendment and Restatement Agreement dated as of October 22, 2010, among the Borrower, Holdings, Intermediate Parent, the Administrative Agent, the Collateral Agent,

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the L/C Issuers, the Swing Line Lender, the Syndication Agent and the other Lenders party thereto.

          “Third Amendment and Restatement Effective Date” has the meaning specified in the Third Amendment and Restatement Agreement.

          “Third Mortgage Amendment” has the meaning specified in Section 6.17.

          “Threshold Amount” means $36,250,000.

          “Total Assets” means the total assets of the Borrower, Holdings and Holdings’ Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of Holdings delivered pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Unaudited Financial Statements.

          “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

          “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations; provided that the amount of Total Outstandings in respect of the Extended Synthetic L/C Facility, and the portion of Total Outstandings held by any Extended Synthetic L/C Lender, shall be determined solely on the basis of the Tranche S Term Loans, without duplicative inclusion of the Extended Synthetic L/C Exposures.

          “Tranche A Intercompany Note” means that certain subordinated promissory note, dated as of the Fourth Amendment and Restatement Effective Date made by Holdings to the Borrower in an amount equal to the initial aggregate principal amount of the Second Lien Tranche A Term Loans made on the Fourth Amendment and Restatement Effective Date, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

          “Tranche B Dollar Term Commitment” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Tranche B Dollar Term Lender” means an Extended Tranche B Dollar Term Lender or a Non-Extended Tranche B Dollar Term Lender.

          “Tranche B Dollar Term Loan” means an Extended Tranche B Dollar Term Loan or a Non-Extended Tranche B Dollar Term Loan.

          “Tranche B Intercompany Note” means that certain subordinated promissory note, dated as of the Fourth Amendment and Restatement Effective Date made by Holdings to the Borrower in an amount equal to the initial aggregate principal amount of the Second Lien Tranche B Term Loans made on the Fourth Amendment and

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Restatement Effective Date, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

          “Tranche S Collateral Account” means the “Account” as defined in the Tranche S Collateral Account Agreement, which as of the Third Amendment and Restatement Date is a blocked account maintained at the Synthetic L/C Issuer under its sole dominion and control that was initially funded with the proceeds of the Tranche S Term Loans on the Third Amendment and Restatement Effective Date pursuant to Section 4(a)(ii) of the Third Amendment and Restatement Agreement.

          “Tranche S Collateral Account Agreement” means the Tranche S Collateral Account Agreement dated as of the Third Amendment and Restatement Effective Date.

          “Tranche S Collateral Account Amount” means, at any time, the amount of proceeds of the Tranche S Term Loans deposited in the Tranche S Collateral Account on the Third Amendment and Restatement Effective Date, less any portion thereof withdrawn therefrom pursuant to Section 2.03(c)(viii) or Section 2.06(d)(iii) as of such time, plus any amounts deposited thereto pursuant to Section 2.03(c)(viii) or 2.05(a)(v) as of such time.

          “Tranche S Term Loan” means a Tranche S Term Loan that was funded on the Third Amendment and Restatement Effective Date pursuant to Section 4(a) of the Third Amendment and Restatement Agreement.

          “Transaction” means the Original Closing Date Transactions and the Worldspan Transactions.

          “Travelport Holdings” means Travelport Holdings Limited, a Bermuda company.

          “Travelport Guarantor” means Travelport Guarantor LLC, a Delaware limited liability company, which is a direct wholly owned Subsidiary of Holdings.

          “Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

          “UBS AG, Stamford Branch” means UBS AG, Stamford Branch, and its successors.

          “Unaudited Financial Statements” means the Original Closing Date Unaudited Financial Statements and the Worldspan Closing Date Unaudited Financial Statements.

          “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code, as the same may from time to time be in effect in the State of New York, or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

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          “United EBITDA” means (i) for each fiscal quarter ending on or prior to March 31, 2012, $60,000,000, (ii) for the fiscal quarter ending June 30, 2012, $45,000,000, (iii) for the fiscal quarter ending September 30, 2012, $30,000,000, (iv) for the fiscal quarter ending December 31, 2012, $15,000,000 and (v) for any subsequent fiscal quarter, $0.

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

          “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). Unreimbursed Amount in respect of any Revolving Letter of Credit shall be reduced to the extent any portion thereof is refinanced with Revolving Credit Loans as provided in Section 2.03(c). Unreimbursed Amount in respect of any Synthetic L/C Letter of Credit shall be reduced to the extent any portion thereof (a) is refinanced with Non-Extended Synthetic L/C Loans as provided in Section 2.03(c)(viii) or (b) is reimbursed with funds withdrawn from the Tranche S Collateral Account as provided in Section 2.03(c)(viii) but only (except as such term is used in the definition of “Consolidated Total Debt” herein or in the definition of “Required Collateral Amount” in the Tranche S Collateral Account Agreement) to the extent the corresponding withdrawal from the Credit-Linked Deposits shall have resulted in Non-Extended Synthetic L/C Loans pursuant to Section 2.03(c)(viii).

          “Unrestricted Subsidiary” means (a) each Subsidiary of Holdings listed on Schedule 1.01C and (b) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Original Closing Date, and any Subsidiary of such Subsidiary.

          “Unused Synthetic L/C Commitments” means, at any time, the Aggregate Non-Extended Synthetic L/C Commitments at such time, less the Outstanding Amount of the Non-Extended Synthetic L/C Loans at such time and the aggregate amount of the Synthetic L/C Obligations allocated to the Non-Extended Synthetic L/C Lenders at such time.

          “U.S. Lender” has the meaning specified in Section 10.15(b).

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

          “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) directors’ qualifying shares and (b) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

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          “Worldspan” means Worldspan Technologies Inc.

          “Worldspan Acquisition” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Worldspan Closing Date” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Worldspan Closing Date Audited Financial Statements” means (a) the audited combined balance sheets of the Travelport business of Cendant Corporation as of each of December 31, 2006, 2005 and 2004, and the related audited consolidated statements of income, stockholders’ equity and cash flows for the Travelport business of Cendant Corporation for the fiscal years ended December 31, 2006, 2005 and 2004, respectively, and (b) the audited consolidated balance sheets of Worldspan and its Subsidiaries as of each of December 31, 2006, 2005 and 2004, and the related audited consolidated statements of income and cash flows for Worldspan and its Subsidiaries for the fiscal years ended December 31, 2006, 2005 and 2004, respectively.

          “Worldspan Closing Date Pro Forma Balance Sheet” has the meaning specified in Section 5.05(a)(iii).

          “Worldspan Closing Date Unaudited Financial Statements” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Worldspan Merger Agreement” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Worldspan Transactions” has the meaning specified in the Second Amended and Restated Credit Agreement.

          “Yield Differential” has the meaning specified in the definition of the term “Permitted Refinancing Indebtedness”.

          SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

          (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

          (b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

          (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

          (iii) The term “including” is by way of example and not limitation.

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          (iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          (c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” ; the words “to” and “until” each mean “to but excluding” ; and the word “through” means “to and including”.

          (d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

          SECTION 1.03. Accounting Terms.

          (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

          (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and the First Lien Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

          SECTION 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

          SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

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          SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

          SECTION 1.07. Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

          SECTION 1.08. Currency Equivalents Generally.

          (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that the determination of any Dollar Amount shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

          (b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06, 7.12 and 7.13, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. For purposes of determining compliance with Section 7.11, the Borrower shall determine the Dollar Amount of each Loan denominated in an Alternative Currency after taking into account any net obligations under any Swap Contract relating to such Loan.

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ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01. The Loans.

          (a) The Tranche B Dollar Term Borrowings. The Borrower and the Tranche B Dollar Term Lenders (i) acknowledge (A) the making of the Existing Tranche B Dollar Term Loans under the Original Credit Agreement or, in the case of the Existing Tranche B Dollar Term Loans that constitute Delayed Draw Term Loans, the Second Amended and Restated Credit Agreement and (B) the conversion and redesignation of Existing Tranche B Dollar Term Loans into Extended Tranche B Dollar Term Loans or Non-Extended Tranche B Dollar Term Loans, as applicable, under the Third Amended and Restated Credit Agreement and (ii) agree that, to the extent outstanding on the Fourth Amendment and Restatement Effective Date, the Extended Tranche B Dollar Term Loans and the Non-Extended Tranche B Dollar Term Loans shall continue to be outstanding as Extended Tranche B Dollar Term Loans and Non-Extended Tranche B Dollar Term Loans, as the case may be, pursuant to the terms and conditions of this Agreement and the other Loan Documents. Amounts repaid or prepaid in respect of the Tranche B Dollar Term Loans may not be reborrowed. Tranche B Dollar Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

          (b) The Euro Term Borrowings. The Borrower and the Euro Term Lenders (i) acknowledge (A) the making of the Existing Euro Term Loans under the Original Credit Agreement and (B) the conversion and redesignation of Existing Euro Term Loans into Extended Euro Term Loans or Non-Extended Euro Term Loans, as applicable, under the Third Amended and Restated Credit Agreement and (ii) agree that, to the extent outstanding on the Fourth Amendment and Restatement Effective Date, the Extended Euro Term Loans and the Non-Extended Euro Term Loans shall continue to be outstanding as Extended Euro Term Loans and Non-Extended Euro Term Loans, as the case may be, pursuant to the terms and conditions of this Agreement and the other Loan Documents. Amounts repaid or prepaid in respect of the Euro Term Loans may not be reborrowed. Euro Term Loans must be Eurocurrency Rate Loans, as further provided herein.

          (c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, (i) each Dollar Revolving Credit Lender severally agrees to make loans denominated in Dollars to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Dollar Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date with respect to its Dollar Revolving Credit Commitment, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Dollar Revolving Credit Commitment; provided that after giving effect to any Dollar Revolving Credit Borrowing, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus

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such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment; and (ii) each Alternative Currency Revolving Credit Lender severally agrees to make loans denominated in an Alternative Currency to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, an “Alternative Currency Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date with respect to its Alternative Currency Revolving Credit Commitment, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Alternative Currency Revolving Credit Commitment; provided that after giving effect to any Alternative Currency Revolving Credit Borrowing, the aggregate Outstanding Amount of the Alternative Currency Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments) of the Outstanding Amount of all Alternative Currency Revolving L/C Obligations, shall not exceed such Lender’s Alternative Currency Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Dollar Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, and Alternative Currency Revolving Credit Loans must be Eurocurrency Rate Loans, as further provided herein. For the avoidance of doubt, all Revolving Credit Loans under the Dollar Revolving Credit Facility and the Alternative Currency Revolving Credit Facility will be made by all Dollar Revolving Credit Lenders or Alternative Currency Revolving Lenders (in each case including both Non-Extended Revolving Credit Lenders and Extended Revolving Credit Lenders), as applicable, in accordance with their Pro Rata Shares (determined, in the case of any Lender, on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments or on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments, as the case may be), until the Maturity Date with respect to the Non-Extended Revolving Credit Commitments; thereafter all Revolving Credit Loans under the Dollar Revolving Credit Facility and the Alternative Currency Revolving Credit Facility will be made by all Extended Dollar Revolving Credit Lenders or Extended Alternative Currency Revolving Lenders, as applicable, in accordance with their Pro Rata Shares.

          (d) Credit-Linked Deposits and Tranche S Term Loans.

          (i) Each Original Post-First Amendment and Restatement Synthetic L/C Lender and each New Post-First Amendment and Restatement Synthetic L/C Lender has remitted to the Administrative Agent prior to the Third Amendment and Restatement Effective Date an amount in Dollars equal to such Lender’s Original Post-First Amendment and Restatement Synthetic L/C Commitment or such Lender’s New Post-First Amendment and Restatement Synthetic L/C Commitment, as applicable, in each case as its “Credit-Linked

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Deposit”. The Administrative Agent deposited all such amounts received by it into the Credit-Linked Deposit Account.

          (ii) On the Third Amendment and Restatement Effective Date, pursuant to Section 4(a)(ii) of the Third Amendment and Restatement Agreement, a portion of each Extended Synthetic L/C Lender’s Existing Credit-Linked Deposit equal to its Extended Synthetic L/C Commitment was withdrawn from the Credit-Linked Deposit Account and applied to fund such Lender’s Tranche S Term Loan, and the proceeds of the Tranche S Term Loans were deposited in the Tranche S Collateral Account. Amounts repaid or prepaid in respect of the Tranche S Term Loans may not be reborrowed. Tranche S Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

          (iii) Each Non-Extended Synthetic L/C Lender irrevocably and unconditionally agrees that its Credit-Linked Deposit shall be available (A) to pay to the Synthetic L/C Issuer such Lender’s Non-Extended Synthetic L/C Pro Rata Share Amount in respect of any Unreimbursed Amount under any Synthetic L/C Letter of Credit that is not reimbursed by the Borrower and (B) to fund such Lender’s Non-Extended Synthetic L/C Loans, in each case, pursuant to Section 2.03(c). Non-Extended Synthetic L/C Loans may be prepaid without reducing the Non-Extended Synthetic L/C Commitments.

          (iv) No Person (other than the Administrative Agent) shall have the right to make any withdrawal from the Credit-Linked Deposit Account or to exercise any other right or power with respect thereto. Each Non-Extended Synthetic L/C Lender agrees that its right, title and interest in and to the Credit-Linked Deposit Account shall be limited to the right to require its Credit-Linked Deposit to be applied as provided in Section 2.03(c) and that it will have no right to require the return of its Credit-Linked Deposit other than as expressly provided in Section 2.06. Each Non-Extended Synthetic L/C Lender hereby acknowledges that (i) its Credit-Linked Deposit constitutes payment for its participations in Synthetic L/C Letters of Credit issued, deemed issued or to be issued hereunder, (ii) its Credit-Linked Deposit and any investments made therewith shall secure its obligations to the Synthetic L/C Issuer hereunder (and each Non-Extended Synthetic L/C Lender hereby grants to the Administrative Agent, for the benefit of the Synthetic L/C Issuer, a security interest in its Credit-Linked Deposit and all of its rights in the Credit-Linked Deposit Account to secure its obligations under Section 2.01(d) and agrees that the Administrative Agent, as holder of the Credit-Linked Deposits and any investments made therewith, will be acting as collateral agent for the Synthetic L/C Issuer) and (iii) the Synthetic L/C Issuer will be issuing, amending, renewing and extending Synthetic L/C Letters of Credit in reliance on the availability of such Lender’s Credit-Linked Deposit to discharge such Lender’s obligations in connection with any Unreimbursed Amount in respect thereof in accordance with Section 2.03(c). The Synthetic L/C Issuer hereby appoints the Administrative Agent as its collateral agent for the purpose of holding the Credit-Linked Deposits, any investments made therewith and the Credit-Linked Deposit Account. The Administrative Agent hereby grants a

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security interest to the Synthetic L/C Issuer in all of its rights, title and interest to the Credit-Linked Deposit Account. The funding of the Credit-Linked Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements among the Administrative Agent, the Synthetic L/C Issuer and the Non-Extended Synthetic L/C Lenders with respect to the funding obligations of such Lenders under this Agreement, and the Credit-Linked Deposits do not constitute assets of, or loans or extensions of credit to, any Loan Party. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Credit-Linked Deposits are and at all times will continue to be property of the Non-Extended Synthetic L/C Lenders, and that no amount on deposit at any time in the Credit-Linked Deposit Account shall be the property of any Loan Party, constitute “Collateral” under the Loan Documents or otherwise be available in any manner to satisfy any Obligations of any Loan Party under the Loan Documents.

          (v) No Person (other than the Synthetic L/C Issuer) shall have the right to make any withdrawal from the Tranche S Collateral Account or to exercise any other right or power with respect thereto. Each party hereto hereby consents to the terms and performance of the Tranche S Collateral Account Agreement.

          (vi) Each Lender hereby acknowledges that (A) pursuant to the Tranche S Collateral Account Agreement the Borrower has granted to the Synthetic L/C Issuer a first priority perfected Lien on the Tranche S Collateral Account, the funds credited thereto and the proceeds thereof to secure the Borrower’s obligations in respect of the Synthetic L/C Letters of Credit, which Lien inures to the sole benefit of the Synthetic L/C Issuer in its capacity as the Synthetic L/C Issuer (and not in its capacities as the Administrative Agent or the Collateral Agent), (B) no Lien created under the Collateral Documents on the Tranche S Collateral Account, the funds credited thereto or the proceeds thereof will be perfected as a result of the Tranche S Collateral Account Agreement or any agreements of the Borrower set forth therein and (C) any Liens created under the Collateral Documents on the Tranche S Collateral Account, the funds credited thereto or the proceeds thereof that are unperfected are effectively subordinated to the Lien thereon for the benefit of the Synthetic L/C Issuer created under the Tranche S Collateral Account Agreement to the extent such Lien is perfected.

SECTION 2.02.Borrowings, Conversions and Continuations of Loans.

          (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (New York, New York time or London, England time in the case of any Borrowing denominated in an Alternative Currency) (i) three (3) Business

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Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in Dollars, (ii) four (4) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, and (iii) one (1) Business Day before the requested date of any Borrowing of or conversion to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of (x) $2,500,000 or a whole multiple of $500,000 in excess thereof in the case of Tranche B Dollar Term Loans and Tranche S Term Loans, (y) €2,500,000 or a whole multiple of €500,000 in excess thereof in the case of Euro Term Loans or Alternative Currency Revolving Credit Loans denominated in Euros or (z) £2,500,000 or a whole multiple of £500,000 in excess thereof in the case of Alternative Currency Revolving Credit Loans denominated in Sterling. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Dollar Revolving Credit Borrowing, an Alternative Currency Revolving Credit Borrowing, a conversion of Tranche B Dollar Term Loans, Tranche S Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount and Class of Loans to be borrowed, converted or continued, (iv) the currency in which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with respect thereto. If with respect to Loans denominated in Dollars the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars.

          (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Borrowing, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan

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available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 1:00 p.m. (London time), in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of UBS AG, Stamford Branch with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or Revolving L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Revolving L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. The provisions of this paragraph shall not apply to (i) Non-Extended Synthetic L/C Loans, which shall be made and applied as set forth in Section 2.03(c), (ii) Revolving Credit Loans deemed requested and made as set forth in Section 2.03(c) or 2.04(c) or (iii) Tranche S Term Loans, which were made pursuant to Section 4(a) of the Third Amendment and Restatement Agreement.

          (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

          (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the UBS AG, Stamford Branch prime rate used in determining the Base Rate promptly following the public announcement of such change.

          (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans from one Type to the other, and all continuations of Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect.

          (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the

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failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

          (g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may, with the Borrower’s consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If such Lender’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within three Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrower at the rate per annum applicable to ABR Loans under the relevant Facility (except in the case of any Euro Term Loans, in which case such amount shall bear interest at the rate applicable to Eurocurrency Rate Loans under the relevant Facility), on demand, from the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(g) shall cease.

SECTION 2.03. Letters of Credit.

          (a) The Letter of Credit Commitments.

          (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable.

          (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date

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until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of Credit, to issue Dollar Revolving Letters of Credit for the account of the Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of Credit, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (and after giving effect to such L/C Credit Extension) (I) in the case of the Revolving Letters of Credit, (v) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (w) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment, (x) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit, (y) in the case of any Dollar Revolving Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Non-Extended Dollar Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Dollar Revolving

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Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Dollar Revolving Letters of Credit expiring after such Dollar Revolving Exposure Readjustment Date plus the aggregate principal amount of outstanding Swing Line Loans and Extended Dollar Revolving Credit Loans would exceed the Aggregate Extended Dollar Revolving Credit Commitments at such time or (z) in the case of any Alternative Currency Revolving Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Non-Extended Alternative Currency Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Alternative Currency Revolving Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Alternative Currency Revolving Letters of Credit expiring after such Alternative Currency Revolving Exposure Readjustment Date plus the Dollar Amount of Extended Alternative Currency Revolving Credit Loans would exceed the Aggregate Extended Alternative Currency Revolving Credit Commitments at such time or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be requested as a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be requested as a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing

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provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars.

          (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

          (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

          (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

          (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Lenders of the applicable Class or Classes shall have approved such expiry date; or

          (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer.

          (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

          (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

          (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and

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the Administrative Agent not later than 12:00 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the requested Letter of Credit will be denominated, (h) in the case of any Letter of Credit denominated in Dollars, whether such Letter of Credit is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit (which designation shall be made in accordance with this Agreement); and (i) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

          (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, subject to the terms and conditions hereof such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of (x) each Dollar Revolving Letter of Credit, each Dollar Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Dollar Revolving Letter of Credit in an amount equal to the product of such Dollar Revolving Credit Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) times the amount of such Dollar Revolving Letter of Credit, (y) each Alternative Currency Revolving Letter of Credit, each Alternative Currency Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Alternative Currency Revolving Letter of Credit in an amount equal to the product of such Alternative Currency Revolving Credit Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the

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Aggregate Alternative Currency Revolving Credit Commitments) times the amount of such Alternative Currency Revolving Letter of Credit and (z) each Synthetic L/C Letter of Credit, each Synthetic L/C Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Synthetic L/C Issuer a risk participation in such Synthetic L/C Letter of Credit in an amount equal to the product of such Synthetic L/C Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) times the amount of such Synthetic L/C Letter of Credit.

          (iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the applicable Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or 2.03(a)(iii), or otherwise) or (B) the relevant L/C Issuer has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or any Synthetic L/C Lender, as applicable, or the Borrower that one or more of the applicable conditions specified in Section 4.03 is not then satisfied.

          (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

          (c) Drawings and Reimbursements; Funding of Participations.

          (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following the date of any

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payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof (determined, (x) in the case of an Unreimbursed Amount under a Synthetic L/C Letter of Credit, on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments, (y) in the case of an Unreimbursed Amount under a Dollar Revolving Letter of Credit, on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments and (z) in the case of an Unreimbursed Amount under an Alternative Currency Revolving Letter of Credit, on the basis of the aggregate amount of its Alternative Credit Revolving Credit Commitment as a percentage of the Aggregate Alternative Credit Revolving Credit Commitments). In such event, (x) in the case of an Unreimbursed Amount under a Dollar Revolving Letter of Credit, the Borrower shall be deemed to have requested a Dollar Revolving Credit Borrowing of Base Rate Loans, (y) in the case of an Unreimbursed Amount under an Alternative Currency Revolving Letter of Credit, the Borrower shall be deemed to have requested an Alternative Currency Revolving Credit Borrowing of Eurocurrency Rate Loans and (z) in the case of an Unreimbursed Amount under a Synthetic L/C Letter of Credit, the Borrower shall be deemed to have requested from the Non-Extended Synthetic L/C Lenders a Non-Extended Synthetic L/C Borrowing of Eurocurrency Rate Loans as described in clause (viii) below, in each case to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (less, in the case of an Unreimbursed Amount under a Synthetic L/C Letter of Credit, the aggregate amount directed to be withdrawn from the Tranche S Collateral Account on account thereof pursuant to Section 2.03(c)(viii)(B)), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Eurocurrency Rate Loans or Base Rate Loans, but subject, in each case, to the conditions set forth in Section 4.03 (other than the delivery of a Committed Loan Notice and any condition that would not be satisfied solely as a result of the failure by the Borrower to reimburse such Unreimbursed Amount in accordance with this paragraph) and provided that (A) in the case of any such request for a Dollar Revolving Credit Borrowing, after giving effect thereto, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s

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Dollar Revolving Credit Commitment, (B) in the case of any such request for an Alternative Currency Revolving Credit Borrowing, after giving effect thereto, the aggregate Outstanding Amount of the Alternative Currency Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments) of the Outstanding Amount of all Alternative Currency Revolving L/C Obligations shall not exceed such Lender’s Alternative Currency Revolving Credit Commitment and (C) in the case of any such request for a Non-Extended Synthetic L/C Borrowing, after giving effect thereto, the Non-Extended Synthetic L/C Exposure of any Lender shall not exceed such Lender’s Non-Extended Synthetic L/C Commitment. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

          (ii) Each Dollar Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall, upon any notice pursuant to Section 2.03(c)(i), make funds available to the Administrative Agent for the account of the relevant Revolving L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of any Unreimbursed Amount in respect of a Dollar Revolving Letter of Credit not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Dollar Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant Revolving L/C Issuer. Each Alternative Currency Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall, upon any notice pursuant to Section 2.03(c)(i), make funds available to the Administrative Agent for the account of the relevant Revolving L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments) of any Unreimbursed Amount in respect of an Alternative Currency Revolving Letter of Credit not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Alternative Currency Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant Revolving L/C Issuer.

          (iii) With respect to any Unreimbursed Amount in respect of a Dollar Revolving Letter of Credit that is not fully refinanced by a Dollar

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Revolving Credit Borrowing of Base Rate Loans because the applicable conditions set forth in Section 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant Revolving L/C Issuer a Dollar Revolving L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which Dollar Revolving L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Dollar Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant Revolving L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such Dollar Revolving L/C Borrowing and shall constitute a Dollar Revolving L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. With respect to any Unreimbursed Amount in respect of an Alternative Currency Revolving Letter of Credit that is not fully refinanced by an Alternative Currency Revolving Credit Borrowing of Base Rate Loans because the applicable conditions set forth in Section 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant Revolving L/C Issuer an Alternative Currency Revolving L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which Alternative Currency Revolving L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Alternative Currency Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant Revolving L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such Alternative Currency Revolving L/C Borrowing and shall constitute an Alternative Currency Revolving L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

          (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or Revolving L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant Revolving L/C Issuer for any amount drawn under any Revolving Letter of Credit, interest in respect of such Lender’s Pro Rata Share (determined, in the case of any Lender, on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments or on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments, as the case may be) of such amount shall be solely for the account of the relevant Revolving L/C Issuer.

          (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or Revolving L/C Advances to reimburse a Revolving L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant Revolving L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of

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a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.03 (other than delivery by the Borrower of a Committed Loan Notice and any condition that would not be satisfied solely as a result of the failure by the Borrower to reimburse the applicable Unreimbursed Amount in accordance with Section 2.03(c)(i)). No such making of a Revolving L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant Revolving L/C Issuer for the amount of any payment made by such Revolving L/C Issuer under any Revolving Letter of Credit, together with interest as provided herein.

          (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant Revolving L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such Revolving L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Revolving L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant Revolving L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

          (vii) If, at any time after a Revolving L/C Issuer has made a payment under any Revolving Letter of Credit and has received from any Revolving Credit Lender such Lender’s Revolving L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such Revolving L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving L/C Advance was outstanding and any differential in the interest payable to such Lender attributable to the Applicable Rate for such Lender’s Revolving L/C Advance as an Extended Revolving Credit Lender or a Non-Extended Revolving Credit Lender, as applicable) in the same funds as those received by the Administrative Agent.

          (viii) If the Synthetic L/C Issuer shall not have received from the Borrower the payment required to be made by Section 2.03(c)(i) with respect to any Synthetic L/C Letter of Credit within the time specified in such Section, the Synthetic L/C Issuer will promptly notify the Administrative Agent of the Unreimbursed Amount. In each such event:

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          (A) the Administrative Agent will promptly notify each Non-Extended Synthetic L/C Lender of such Unreimbursed Amount and of such Lender’s Non-Extended Synthetic L/C Pro Rata Share Amount with respect thereto, and each Non-Extended Synthetic L/C Lender hereby authorizes and directs the Administrative Agent to reimburse the Synthetic L/C Issuer, from such Lender’s Credit-Linked Deposit, in an amount equal to such Lender’s Non-Extended Synthetic L/C Pro Rata Share Amount, and the Administrative Agent will promptly pay to the Synthetic L/C Issuer such amount, which payment shall reduce such Lender’s Credit-Linked Deposit in a like amount. Upon any such payment, each Non-Extended Synthetic L/C Lender shall be deemed to have made a Non-Extended Synthetic L/C Loan in an amount equal to its Non-Extended Synthetic L/C Pro Rata Share Amount, which Non-Extended Synthetic L/C Loans shall initially be Eurocurrency Rate Loans having Interest Periods set forth in clause (ix) below; provided, however, that if the conditions precedent to borrowing set forth in Section 4.03 have not been satisfied (other than delivery of a Committed Loan Notice or any condition that is not satisfied solely as a result of the failure by the Borrower to reimburse the applicable Unreimbursed Amount in accordance with Section 2.03(c)(i)), then payment of such Non-Extended Synthetic L/C Pro Rata Share Amount shall not be deemed to constitute Non-Extended Synthetic L/C Loans and shall not relieve the Borrower of its obligation to reimburse such Unreimbursed Amount; and

          (B) the Borrower hereby authorizes and directs the Synthetic L/C Issuer to withdraw from the Tranche S Collateral Account in respect of each Extended Synthetic L/C Lender’s participation in such Unreimbursed Amount an amount equal to such Lender’s Extended Synthetic L/C Pro Rata Share Amount, which amount shall solely be utilized to reimburse the Synthetic L/C Issuer for the applicable portion of such Unreimbursed Amount. The Administrative Agent shall promptly upon request advise the Synthetic L/C Issuer of the aggregate amount of any such permitted withdrawal, and the Synthetic L/C Issuer shall promptly advise the Administrative Agent of the amount of any such reimbursement it shall effect with the proceeds of any such withdrawal.

Notwithstanding anything herein to the contrary, (x) the funding obligation of each Non-Extended Synthetic L/C Lender in respect of its participation in Synthetic L/C Letters of Credit shall have been satisfied in full upon the funding of its Credit-Linked Deposit and (y) the funding obligation of each Extended Synthetic L/C Lender in respect of its participation in Synthetic L/C Letters of Credit shall have been satisfied in full upon the funding of its Tranche S Term Loan. Any amounts received by the Administrative Agent thereafter pursuant to Section 2.03(c) in respect of an Unreimbursed Amount under a Synthetic L/C Letter of Credit will be promptly remitted by the Administrative Agent to the Credit-Linked Deposit Account, for the ratable account of the Non-Extended Synthetic L/C Lenders, and the Tranche S Collateral Account (such remittance to

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be allocated between the Credit-Linked Deposit Account and the Tranche S Collateral Account ratably) (it being understood that, thereafter, such amounts will be available to reimburse the Synthetic L/C Issuer in accordance with this Section 2.03).

          (ix) On each date on which the Administrative Agent charges the Credit-Linked Deposit Account to reimburse an Unreimbursed Amount in respect of a Synthetic L/C Letter of Credit as provided in Section 2.03(c)(viii), (A) if such amount is deemed to constitute Non-Extended Synthetic L/C Loans, the Borrower shall have the right either to reimburse such amount or to allow such amount to remain outstanding as Non-Extended Synthetic L/C Loans with an initial Interest Period coincident with the then-applicable Interest Periods for the Credit-Linked Deposits, subject to subsequent conversion in accordance with Section 2.02, and (B) if such amount is not deemed to constitute Non-Extended Synthetic L/C Loans, then such amount shall be deemed to be payment in respect of the Non-Extended Synthetic L/C Lenders’ participations in such Unreimbursed Amount and such Unreimbursed Amount (to the extent of such participations) shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate (which rate shall be determined by reference to the Applicable Rate that would have been applicable to the Non-Extended Synthetic L/C Loans), with such interest accruing for the account of the Non-Extended Synthetic L/C Lenders that shall have been deemed to have made such payment. For the avoidance of doubt, no interest shall accrue and be payable to Extended Synthetic L/C Lenders in respect of the portion of any Unreimbursed Amount that is allocable to the Extended Synthetic L/C Lenders and funded with funds withdrawn from the Tranche S Collateral Account, other than the interest payable in respect of the Tranche S Term Loans.

          (x) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), (A) in the case of a Revolving Letter of Credit, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such Revolving L/C Issuer its Pro Rata Share (determined, in the case of any Lender, on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments or on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments, as the case may be) thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect and (B) in the case of a Synthetic L/C Letter of Credit, (1) each Non-Extended Synthetic L/C Lender hereby authorizes and directs the Administrative Agent to reimburse the Synthetic L/C Issuer, from such Lender’s Credit-Linked Deposits, in an amount equal to such Lender’s Non-Extended Synthetic L/C Percentage of its Pro Rata Share (determined on the basis

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of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) of such returned amount and (2) the Borrower hereby authorizes the Synthetic L/C Issuer to reimburse itself from the Tranche S Collateral Account in an amount equal to each Extended Synthetic L/C Lender’s Extended Synthetic L/C Percentage of its Pro Rata Share (determined on the basis of the aggregate amount of its Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C Commitments) of such returned amount, in each case plus interest thereon from the date of such return to the date such amount is so reimbursed, at a rate per annum equal to the Eurocurrency Rate for Eurocurrency Rate Loans denominated in Dollars.

          (d) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

          (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

          (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

          (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

          (iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

          (v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

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          (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

          (e) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (iii) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

          (f) Cash Collateral. (i) If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the

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Borrower to Cash Collateralize the Revolving L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all Revolving L/C Obligations (in an amount equal to 105% of such Outstanding Amount determined as of the date of such Event of Default), and shall do so not later than 2:00 p.m., New York City time, on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day on which the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) or (g) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant Revolving L/C Issuer and the Revolving Credit Lenders, as collateral for the Revolving L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Revolving L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at UBS AG, Stamford Branch and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than 105% of the aggregate Outstanding Amount of all Revolving L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at UBS AG, Stamford Branch as aforesaid, an amount equal to the excess of (a) 105% of such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Revolving Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds 105% of the then Outstanding Amount of such Revolving L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral shall be refunded to the Borrower.

          (g) Letter of Credit Fees.

          (i) The Borrower shall pay to the Administrative Agent for the account of each Non-Extended Dollar Revolving Credit Lender and each Extended Dollar Revolving Credit Lender in accordance with its Pro Rata Share of the Non-Extended Dollar Revolving Credit Commitments and the Extended

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Dollar Revolving Credit Commitments, respectively, a Letter of Credit fee for each Dollar Revolving Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate in respect of such respective Dollar Revolving Credit Commitments times the Allocable Revolving Share of the Non-Extended Dollar Revolving Credit Lenders and the Extended Dollar Revolving Credit Lenders, as the case may be, of the daily maximum amount then available to be drawn under such Dollar Revolving Letter of Credit (whether or not such maximum amount is then in effect under such Dollar Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Dollar Revolving Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Dollar Revolving Letter of Credit, on the Maturity Date for the Non-Extended Dollar Revolving Credit Commitments (with respect to the fees accrued for the accounts of the Non-Extended Revolving Credit Lenders), on the Letter of Credit Expiration Date relating to Dollar Revolving Letters of Credit and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Dollar Revolving Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period in such quarter during which such Applicable Rate was in effect.

          (ii) The Borrower shall pay to the Administrative Agent for the account of each Non-Extended Alternative Currency Revolving Credit Lender and each Extended Alternative Currency Revolving Credit Lender in accordance with its Pro Rata Share of the Non-Extended Alternative Currency Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments, respectively, a Letter of Credit fee for each Alternative Currency Revolving Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate in respect of such respective Alternative Currency Revolving Credit Commitments times the Allocable Revolving Share of the Non-Extended Alternative Currency Revolving Credit Lenders and the Extended Alternative Currency Revolving Credit Lenders, as the case may be, of the daily maximum amount then available to be drawn under such Alternative Currency Revolving Letter of Credit (whether or not such maximum amount is then in effect under such Alternative Currency Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Alternative Currency Revolving Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Alternative Currency Revolving Letter of Credit, on the Maturity Date for the Non-Extended Alternative Currency Revolving Credit Commitments (with respect to the fees accrued for the accounts of the Non-Extended Revolving Credit Lenders), on the Letter of Credit Expiration Date relating to Alternative Currency Revolving Letters of Credit and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each

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Alternative Currency Revolving Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period in such quarter during which such Applicable Rate was in effect.

          (h) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Revolving Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Revolving Letter of Credit (whether or not such maximum amount is then in effect under such Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Revolving Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Revolving Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable. The Borrower shall also pay to the L/C Issuers such other fees as may be agreed to by the Borrower and the applicable L/C Issuer in respect of Letters of Credit issued by such L/C Issuer.

          (i) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

          (j) Addition of a Revolving L/C Issuer.

          (i) A Dollar Revolving Credit Lender may become an additional Dollar Revolving L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Dollar Revolving Credit Lender. The Administrative Agent shall notify the Dollar Revolving Credit Lenders of any such additional Dollar Revolving L/C Issuer.

          (ii) An Alternative Currency Revolving Credit Lender may become an additional Alternative Currency Revolving L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Alternative Currency Revolving Credit Lender. The Administrative Agent shall notify the Alternative Currency Revolving Credit Lenders of any such additional Alternative Currency Revolving L/C Issuer.

          (k) Credit-Linked Deposit Account.

          (i) Each of the Administrative Agent, the Synthetic L/C Issuer and each Non-Extended Synthetic L/C Lender hereby acknowledges and agrees that

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(x) each Non-Extended Synthetic L/C Lender or its predecessor in interest has funded its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by Section 2.03(c)(viii) and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Non-Extended Synthetic L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Non-Extended Synthetic L/C Lender’s Pro Rata Share (determined on the basis of its Non-Extended Synthetic L/C Commitment as a percentage of the Aggregate Non-Extended Synthetic L/C Commitments) of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period less the Credit-Linked Deposit Cost Amount. With respect to any Interest Period during which a Non-Extended Synthetic L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Non-Extended Synthetic L/C Loan for the portion of such Interest Period during which such Non-Extended Synthetic L/C Loan is outstanding and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period pursuant to the applicable provisions of this Agreement, and such determination shall be conclusive absent manifest error.

          (ii) None of Holdings, the Borrower or any Subsidiary shall have any right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits or obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the Non-Extended Synthetic L/C Lenders is solely an obligation of the Administrative Agent, and none of Holdings, the Borrower or any Subsidiary shall have any liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

          (l) Synthetic L/C Facilities. Notwithstanding anything to the contrary, the Letters of Credit under the Synthetic L/C Facilities shall only be issued by the Synthetic L/C Issuer.

          SECTION 2.04. Swing Line Loans.

          (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day until the Maturity Date applicable to the Extended Dollar Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of Dollar Revolving Credit Loans and Dollar Revolving L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such

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Lender’s Dollar Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Dollar Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) times the amount of such Swing Line Loan.

          (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Dollar Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

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          (c) Refinancing of Swing Line Loans.

          (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Dollar Revolving Credit Lender make a Dollar Revolving Credit Loan that is a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 4.03 and provided that after giving effect thereto, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Dollar Revolving Credit Lender shall make an amount equal to its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Dollar Revolving Credit Lender that so makes funds available shall be deemed to have made a Dollar Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

          (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Dollar Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth therein shall be deemed to be a request by the Swing Line Lender that each of the Dollar Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Dollar Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

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          (iii) If any Dollar Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

          (iv) Each Dollar Revolving Credit Lender’s obligation to make Dollar Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Dollar Revolving Credit Lender’s obligation to make Dollar Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

          (d) Repayment of Participations.

          (i) At any time after any Dollar Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded and any differential in the interest payable to such Lender attributable to the Applicable Rate for such Lender’s risk participation as an Extended Dollar Revolving Credit Lender or a Non-Extended Dollar Revolving Credit Lender, as the case may be) in the same funds as those received by the Swing Line Lender.

          (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Dollar Revolving Credit Lender shall pay to the Swing Line

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Lender its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments and appropriately adjusted, in the case of interest payments to reflect any differential in the interest payable to such Lender attributable to the Applicable Rate for such Lender’s risk participation as an Extended Revolving Credit Lender or a Non-Extended Revolving Credit Lender, as the case may be) thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

          (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Dollar Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of any Swing Line Loan, interest in respect of such Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) shall be solely for the account of the Swing Line Lender.

          (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

          SECTION 2.05. Prepayments.

          (a) Optional.

          (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class, Revolving Credit Loans of any Class and Non-Extended Synthetic L/C Loans in whole or in part without premium or penalty; provided that (A) no prepayment of the Extended Tranche B Dollar Term Loans shall be made pursuant to this paragraph unless the remaining Non-Extended Tranche B Dollar Term Loans, if any, shall be prepaid at least ratably, (B) no prepayment of the Extended Euro Term Loans shall be made pursuant to this paragraph unless the remaining Non-Extended Euro Term Loans, if any, shall be prepaid at least ratably, (C) no prepayment of the Extended Dollar Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining Non-Extended Dollar Revolving Credit Loans, if any, shall be prepaid at least ratably, (D) no prepayment of the Extended Alternative Currency Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining Non-Extended Alternative Currency Revolving Credit Loans, if any, shall be prepaid at least ratably, (E) no prepayment of the Tranche S Term Loans shall be made pursuant to this paragraph unless (1) the Extended Synthetic L/C Commitments are reduced in a

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like amount and (2) the Non-Extended Synthetic L/C Commitments are reduced at least ratably and (F) prepayments of Non-Extended Synthetic L/C Loans shall comply with clause (v) below; provided further that (1) such notice must be received by the Administrative Agent not later than 12:00 p.m. (New York, New York time or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (x) $2,500,000 or a whole multiple of $500,000 in excess thereof in the case of Tranche B Dollar Term Loans, (y) €2,500,000 or a whole multiple of €500,000 in excess thereof in the case of Euro Term Loans or Alternative Currency Revolving Credit Loans denominated in Euros or (z) £2,500,000 or a whole multiple of £500,000 in excess thereof in the case of Alternative Currency Revolving Credit Loans denominated in Sterling; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall be made in the relevant Alternative Currency (even if the Borrower is required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

          (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. All Swing Line Loans shall be denominated in Dollars only.

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          (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

          (iv) Each voluntary prepayment of Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07 as directed by the Borrower.

          (v) Voluntary prepayments of Non-Extended Synthetic L/C Loans made other than in connection with a corresponding reduction of the Non-Extended Synthetic L/C Commitments shall be made to the Administrative Agent, which shall promptly remit the same to the Credit-Linked Deposit Account for the ratable account of the Non-Extended Synthetic L/C Lenders (it being understood that, thereafter, such amounts will be available to reimburse the Synthetic L/C Issuer in accordance with Section 2.03); provided that no such prepayment and remittance to the Credit-Linked Deposit Account may be made unless the Borrower shall simultaneously make a ratable deposit in the Tranche S Collateral Account.

          (b) Mandatory. The provisions of this paragraph (b) shall not apply to the Tranche S Term Loans, and each reference in this paragraph (b) to “Term Loans” shall accordingly be deemed to exclude the Tranche S Term Loans.

          (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate Dollar Amount of Term Loans equal to (A) 100% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are voluntarily permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) if the First Lien Leverage Ratio for any fiscal year ended after the Fourth Amendment and Restatement Effective Date and on or prior to December 31, 2013, is less than 3.60:1, the ECF Percentage for such fiscal year shall be 50%, (y) if the First Lien Leverage Ratio for the fiscal year ended December 31, 2014, is less than 3.45:1, the ECF Percentage for such fiscal year shall be 50% and (z) if the First Lien Leverage Ratio for any fiscal year ended after December 31, 2014, is less than 3.25:1, the ECF Percentage for such fiscal year shall be 50%; provided further that if the Minimum Cash as of the end of such fiscal year after giving pro forma effect to such prepayment of Term Loans would be less than the Minimum Amount on

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such date, the amount of prepayments required pursuant to this sentence shall be reduced such that after giving pro forma effect to such prepayment of Term Loans, the Minimum Cash as of the end of such fiscal year would be equal to the Minimum Amount on such date (except for any difference in a de minimis amount to the extent necessary because of minimum repayment or repurchase amounts or similar requirements). In the event that the ECF Percentage for any fiscal year is 50%, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall (1) cause to be prepaid an aggregate Dollar Amount of Term Loans and/or (2) prepay, retire, redeem, purchase, defease or otherwise satisfy Senior Notes and/or 2016 Senior Notes from (other than in the case of ratable redemptions) Persons other than 5% Shareholders at prices no greater than par plus any redemption premium and accrued and unpaid interest, in an aggregate amount equal to (A) 50% of Excess Cash Flow, if any, for such fiscal year minus, to the extent not deducted from the application of Excess Cash Flow in the immediately preceding sentence, (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are voluntarily permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Minimum Cash as of the end of such fiscal year after giving pro forma effect to (1) the prepayment of Term Loans pursuant to the immediately prior sentence, (2) the prepayment of Term Loans pursuant to this sentence and/or (3) the prepayment, retirement, redemption, purchase, defeasance or other satisfaction of Senior Notes and/or 2016 Senior Notes pursuant to this sentence would be less than the Minimum Amount on such date, the amount of prepayments and/or retirements, redemptions, purchases, defeasances or other satisfaction required pursuant to this sentence shall be reduced such that after giving pro forma effect to such actions, the Minimum Cash as of the end of such fiscal year would be equal to the Minimum Amount on such date (except for any difference in a de minimis amount to the extent necessary because of minimum repayment or repurchase amounts or similar requirements).

          (ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g) or (h)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days (but in the case of a Disposition effected pursuant to Section 7.05(p), five (5) Business Days) after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans equal to 100% (or, in the case of a Disposition made solely pursuant to Section 7.05(o), such lesser percentage of Net Cash Proceeds as may be specified in

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Section 7.05(o) with respect to such Disposition) of all Net Cash Proceeds realized or received; provided that, other than in the case of a Disposition made pursuant to Section 7.05(n) or 7.05(p), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

          (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than (I) any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A) or (II) any Disposition pursuant to Section 7.05(n) or 7.05(p)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the business of Holdings and/or its Subsidiaries within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05(b).

          (iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate Dollar Amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

          (iv) If for any reason the aggregate Dollar Revolving Credit Exposures at any time exceed the aggregate Dollar Revolving Credit Commitments then in effect (including as a result of the termination of the Non-Extended Dollar Revolving Credit Commitments on the Maturity Date thereof), the Borrower shall promptly (and, in the case of an excess caused by the

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termination of the Non-Extended Dollar Revolving Credit Commitments on the Maturity Date thereof, not later than such Maturity Date) prepay or cause to be promptly prepaid Dollar Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the Dollar Revolving L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the Dollar Revolving L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment in full of the Dollar Revolving Credit Loans and Swing Line Loans, the aggregate Dollar Revolving Credit Exposures exceed the aggregate Dollar Revolving Credit Commitments then in effect. If for any reason the aggregate Alternative Currency Revolving Credit Exposures at any time exceed the aggregate Alternative Currency Revolving Credit Commitments then in effect (including as a result of the termination of the Non-Extended Alternative Currency Revolving Credit Commitments on the Maturity Date thereof), the Borrower shall promptly (and, in the case of an excess caused by the termination of the Non-Extended Dollar Revolving Credit Commitments on the Maturity Date thereof, not later than such Maturity Date) prepay or cause to be promptly prepaid Alternative Currency Revolving Credit Loans and/or Cash Collateralize the Alternative Currency Revolving L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the Alternative Currency Revolving L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment in full of the Alternative Currency Revolving Credit Loans, the aggregate Alternative Currency Revolving Credit Exposures exceed the aggregate Alternative Currency Revolving Credit Commitments then in effect. If for any reason, at any time during the five (5) Business Day period immediately preceding the Maturity Date for the Non-Extended Dollar Revolving Credit Commitments, (x) the Non-Extended Dollar Revolving Credit Lenders’ Allocable Revolving Share of the Dollar Revolving Credit Exposures attributable to Dollar Revolving L/C Obligations and Swing Line Obligations exceeds (y) the amount of the Extended Dollar Revolving Credit Commitments minus the Extended Dollar Revolving Credit Lenders’ Allocable Revolving Share of the total Dollar Revolving Credit Exposures of all Lenders at such time, then the Borrower shall promptly (and in no event later than the Maturity Date for the Non-Extended Revolving Credit Commitments) prepay or cause to be promptly prepaid Dollar Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the Dollar Revolving L/C Obligations in an aggregate amount necessary to eliminate such excess; provided that the Borrower shall not be required to Cash Collateralize the Dollar Revolving L/C Obligations pursuant to this sentence unless after the prepayment in full of the Dollar Revolving Credit Loans and Swing Line Loans such excess has not been eliminated. If for any reason, at any time during the five (5) Business Day period immediately preceding the Maturity Date for the Non-Extended Alternative Currency Revolving Credit Commitments, (x) the Non-Extended Alternative Currency Revolving Credit Lenders’ Allocable Revolving Share of the Alternative Currency Revolving Credit Exposures attributable to Alternative Currency Revolving L/C Obligations exceeds (y) the amount of the Extended Alternative Currency Revolving Credit Commitments minus the Extended

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Alternative Currency Revolving Credit Lenders’ Allocable Revolving Share of the total Alternative Currency Revolving Credit Exposures of all Lenders at such time, then the Borrower shall promptly (and in no event later than the Maturity Date for the Non-Extended Revolving Credit Commitments) prepay or cause to be promptly prepaid Alternative Currency Revolving Credit Loans and/or Cash Collateralize the Alternative Currency Revolving L/C Obligations in an aggregate amount necessary to eliminate such excess; provided that the Borrower shall not be required to Cash Collateralize the Alternative Currency Revolving L/C Obligations pursuant to this sentence unless after the prepayment in full of the Alternative Currency Revolving Credit Loans such excess has not been eliminated.

          (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be allocated among the Classes of Term Loans on a ratable basis and, within each Class of Term Loans, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (vi) of this Section 2.05(b). Prior to the Maturity Date with respect to the Non-Extended Dollar Revolving Credit Commitments, each prepayment of Dollar Revolving Credit Loans and Swing Line Loans pursuant to this Section 2.05(b) shall be allocated among the Extended Dollar Revolving Credit Lenders and the Non-Extended Dollar Revolving Credit Lenders on a ratable basis and within each such Class of Lenders on a ratable basis. From and after the Maturity Date with respect to the Non-Extended Dollar Revolving Credit Commitments, each prepayment of Dollar Revolving Credit Loans and Swing Line Loans pursuant to this Section 2.05(b) shall be allocated among the Extended Dollar Revolving Credit Lenders on a ratable basis. Prior to the Maturity Date with respect to the Non-Extended Alternative Currency Revolving Credit Commitments, each prepayment of Alternative Currency Revolving Credit Loans pursuant to this Section 2.05(b) shall be allocated among the Extended Alternative Currency Revolving Credit Lenders and the Non-Extended Alternative Currency Revolving Credit Lenders on a ratable basis and within each such Class of Lenders on a ratable basis. From and after the Maturity Date with respect to the Non-Extended Alternative Currency Revolving Credit Commitments, each prepayment of Alternative Currency Revolving Credit Loans pursuant to this Section 2.05(b) shall be allocated among the Extended Alternative Currency Revolving Credit Lenders on a ratable basis.

          (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all or a portion of its Pro Rata Share of any mandatory

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prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment; provided that any Rejection Notice may be rejected by the Borrower by 5:00 p.m. (New York time) on the day of its receipt and shall thereupon become ineffective. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. In the event a Lender rejects all or any portion of its Pro Rata Share of any mandatory prepayment of Term Loans required pursuant to clauses (i) through (iii) of this Section 2.05(b), the rejected portion of such Lender’s Pro Rata Share of such prepayment shall be retained by the Borrower.

          (vii) Notwithstanding any of the other provisions of Section 2.05(b) (other than clause (b)(iv)), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) (other than pursuant to such clause (b)(iv)) other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

          (c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurocurrency Rate Loan (other than a Non-Extended Synthetic L/C Loan to the extent such prepayment is applied to increase the Credit-Linked Deposits) on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.

          SECTION 2.06. Termination or Reduction of Commitments and Credit-Linked Deposits.

          (a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (A) until

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the Non-Extended Dollar Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of Extended Dollar Revolving Credit Commitments shall be made pursuant to this paragraph unless the Non-Extended Dollar Revolving Credit Commitments are terminated or reduced on a ratable basis, (B) until the Non-Extended Alternative Currency Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of Extended Alternative Currency Revolving Credit Commitments shall be made pursuant to this paragraph unless the Non-Extended Alternative Currency Revolving Credit Commitments are terminated or reduced on a ratable basis, (C) no termination or reduction of Extended Synthetic L/C Commitments shall be made pursuant to this paragraph unless the Tranche S Term Loans are prepaid in a like amount and (D) until the Non-Extended Synthetic L/C Commitments shall have been terminated or expired, no termination or reduction of the Extended Synthetic L/C Commitments shall be made pursuant to this paragraph unless the remaining Non-Extended Synthetic L/C Commitments shall be reduced at least ratably; provided further that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof, (iii) if, after giving effect to any reduction of the Commitments, the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (iv) the Borrower shall not terminate or reduce the Synthetic L/C Commitments of any Class if (x) the aggregate amount of the Synthetic L/C Exposures of such Class would exceed the aggregate amount of the Synthetic L/C Commitments of such Class or (y) the aggregate amount of the Synthetic L/C Exposures would exceed the aggregate amount of the Synthetic L/C Commitments. Subject to clause (iii) above, the amount of any such Commitment reduction shall not be applied to the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

          (b) Mandatory. The Non-Extended Revolving Credit Commitments shall terminate on the Maturity Date applicable to the Non-Extended Revolving Credit Facilities. The Extended Revolving Credit Commitments shall terminate on the Maturity Date applicable to the Extended Revolving Credit Facilities. The Synthetic L/C Commitments of any Class shall terminate on the Maturity Date applicable to the Synthetic L/C Facility of such Class.

          (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Dollar Revolving Letter of Credit Sublimit, or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such

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Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07).

          (d) Credit-Linked Deposits and Tranche S Collateral Account.

          (i) Concurrently with each optional reduction of the Aggregate Non-Extended Synthetic L/C Commitments pursuant to and in accordance with Section 2.06(a) (other than any such reduction to zero), the Administrative Agent shall withdraw from the Credit-Linked Deposit Account and pay to each Non-Extended Synthetic L/C Lender such Lender’s Non-Extended Synthetic L/C Percentage of its Pro Rata Share (determined on the basis of its Non-Extended Synthetic L/C Commitment as a percentage of the Aggregate Non-Extended Synthetic L/C Commitments) of any amount by which the sum of (A) the Credit-Linked Deposits credited to the account of the Non-Extended Synthetic L/C Lenders plus (B) the aggregate principal amount of the Non-Extended Synthetic L/C Loans would exceed, after giving effect to such reduction of the Aggregate Non-Extended Synthetic L/C Commitments, the greater of the Aggregate Non-Extended Synthetic L/C Commitments and the aggregate amount of the Non-Extended Synthetic L/C Exposures.

          (ii) Concurrently with any termination or reduction of the Aggregate Non-Extended Synthetic L/C Commitments to zero pursuant to and in accordance with this Section 2.06 or Article VIII, the Administrative Agent shall withdraw from the Credit-Linked Deposit Account and pay to each Non-Extended Synthetic L/C Lender such Lender’s Pro Rata Share (determined on the basis of its Non-Extended Synthetic L/C Commitment as a percentage of the Aggregate Non-Extended Synthetic L/C Commitments) of the excess at such time of the aggregate amount of the Credit-Linked Deposits credited to the account of the Non-Extended Synthetic L/C Lenders over the Non-Extended Synthetic L/C Exposure (excluding any portion thereof attributable to Non-Extended Synthetic L/C Loans).

          (iii) Concurrently with each optional termination or reduction of the Aggregate Extended Synthetic L/C Commitments pursuant to and in accordance with Section 2.06(a), the Synthetic L/C Issuer shall release to the Borrower from the Tranche S Collateral Account funds in an amount equal to the amount of such reduction, but only to the extent that, after giving effect thereto, the aggregate amount of the Extended Synthetic L/C Exposures (determined without giving effect to the proviso contained in the definition of “Extended Synthetic L/C Exposure”) would not exceed the Tranche S Collateral Account Amount.

          (e) Termination of the Non-Extended Revolving Credit Commitments. On the Maturity Date of the Non-Extended Dollar Revolving Credit Commitments, the Non- Extended Dollar Revolving Credit Commitments will terminate and the Non-Extended Dollar Revolving Credit Lenders will have no further obligation to make Dollar Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(i), purchase or fund

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participations in Dollar Revolving L/C Obligations or purchase or fund participations in Swing Line Loans; provided that (x) the foregoing will not release any Non-Extended Dollar Revolving Credit Lender from any such obligation to make Dollar Revolving Credit Loans, purchase or fund participations in Dollar Revolving L/C Obligations or purchase or fund participations in Swing Line Loans that was required to be performed on or prior to the Maturity Date of the Non-Extended Dollar Revolving Credit Commitments and (y) the foregoing will not release any such Non-Extended Dollar Revolving Credit Lender from any such obligation to fund its portion of Dollar Revolving L/C Obligations or participations in Swing Line Loans existing on the Maturity Date of the Non-Extended Dollar Revolving Credit Commitments if on such Maturity Date any Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default until such Specified Default or event, act or condition ceases to exist. Unless clause (y) of the proviso in the immediately preceding sentence is applicable, on and after the Maturity Date of the Non-Extended Dollar Revolving Credit Commitments, the Extended Dollar Revolving Credit Lenders (and so long as clause (y) of the proviso in the second preceding sentence is applicable, the Non-Extended Dollar Revolving Credit Lenders) will be required, in accordance with their Pro Rata Shares (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments), to fund Unreimbursed Amounts in respect of Dollar Revolving Letters of Credit arising on or after such date pursuant to Section 2.03(c) and fund participations in Swing Line Loans at the request of the Swing Line Lender on and after such date, regardless of whether any Default existed on the Maturity Date of the Non-Extended Dollar Revolving Credit Commitments; provided that the Dollar Revolving Credit Exposures of each Extended Dollar Revolving Credit Lender does not exceed such Lender’s Extended Dollar Revolving Credit Commitment. In the event that a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default exists on the Maturity Date with respect to Non-Extended Dollar Revolving Credit Commitments, until such Specified Default or event, act or condition ceases to exist, for purposes of determining a Dollar Revolving Credit Lender’s Pro Rata Share for purposes of Section 2.03(c) and 2.04 and its Allocable Revolving Share for purposes of Section 2.03(g), such Non-Extended Dollar Revolving Lender’s Dollar Revolving Credit Commitment shall be deemed to be the Dollar Revolving Credit Commitment of such Lender immediately prior to the termination thereof on such Maturity Date. On the Maturity Date of the Non-Extended Alternative Currency Revolving Credit Commitments, the Non-Extended Alternative Currency Revolving Credit Commitments will terminate and the Non-Extended Alternative Currency Revolving Credit Lenders will have no further obligation to make Alternative Currency Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(i) or purchase or fund participations in Alternative Currency Revolving L/C Obligations; provided that (x) the foregoing will not release any Non-Extended Alternative Currency Revolving Credit Lender from any such obligation to make Alternative Currency Revolving Credit Loans or purchase or fund participations in Alternative Currency Revolving L/C Obligations that was required to be performed on or prior to the Maturity Date of the Non-Extended Alternative Currency Revolving Credit Commitments and (y) the foregoing will not release any such Non-Extended Alternative Currency Revolving

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Credit Lender from any such obligation to fund its portion of Alternative Currency Revolving L/C Obligations existing on the Maturity Date of the Non-Extended Alternative Currency Revolving Credit Commitments if on such Maturity Date any Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default until such Specified Default or event, act or condition ceases to exist. Unless clause (y) of the proviso in the immediately preceding sentence is applicable, on and after the Maturity Date of the Non-Extended Alternative Currency Revolving Credit Commitments, the Extended Alternative Currency Revolving Lenders (and so long as clause (y) of the proviso in the second preceding sentence is applicable, the Non-Extended Alternative Currency Revolving Credit Lenders) will be required, in accordance with their Pro Rata Shares (determined on the basis of the aggregate amount of its Alternative Currency Revolving Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit Commitments), to fund Unreimbursed Amounts in respect of Alternative Currency Revolving Letters of Credit arising on or after such date pursuant to Section 2.03(c), regardless of whether any Default existed on the Maturity Date of the Non-Extended Alternative Currency Revolving Credit Commitments; provided that the Alternative Currency Revolving Credit Exposures of each Extended Alternative Currency Revolving Credit Lender does not exceed such Lender’s Extended Alternative Currency Revolving Credit Commitment. In the event that a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default exists on the Maturity Date with respect to Non-Extended Alternative Currency Revolving Credit Commitments, until such Specified Default or event, act or condition ceases to exist, for purposes of determining an Alternative Currency Revolving Credit Lender’s Pro Rata Share for purposes of Section 2.03(c) and its Allocable Revolving Share for purposes of Section 2.03(g), such Non-Extended Alternative Currency Revolving Lender’s Alternative Currency Revolving Credit Commitment shall be deemed to be the Alternative Currency Revolving Credit Commitment of such Lender immediately prior to the termination thereof on such Maturity Date.

          SECTION 2.07. Repayment of Loans.

          (a) Tranche B Dollar Term Loans.

          (i) The Borrower shall repay to the Administrative Agent for the ratable account of the Extended Tranche B Dollar Term Lenders (A) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December 2010, an aggregate amount in Dollars equal to 0.25% of the aggregate principal amount of all Extended Tranche B Dollar Term Loans outstanding on the Third Amendment and Restatement Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Extended Tranche B Dollar Term Loans, the aggregate principal amount of all Extended Tranche B Dollar Term Loans outstanding on such date.

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          (ii) The Borrower shall repay to the Administrative Agent for the ratable account of the Non-Extended Tranche B Dollar Term Lenders (A) on the last Business Day of each March, June, September and December, an aggregate amount in Dollars equal to (x) the amount that would have been due on such date in respect of the Existing Tranche B Dollar Term Loans pursuant to Section 2.07(a) of the Second Amended and Restated Credit Agreement multiplied by (y) a fraction the numerator of which is the Dollar Amount of the Non-Extended Tranche B Dollar Term Loans as of the Third Amendment and Restatement Effective Date and the denominator of which is the Dollar Amount of all the Tranche B Dollar Term Loans as of the Third Amendment and Restatement Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Non-Extended Tranche B Dollar Term Loans, the aggregate principal amount of all Non-Extended Tranche B Dollar Term Loans outstanding on such date.

          (b) Euro Term Loans.

          (i) The Borrower shall repay to the Administrative Agent for the ratable account of the Extended Euro Term Lenders (A) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December 2010, an aggregate amount in Euros equal to 0.25% of the aggregate principal amount of all Extended Euro Term Loans outstanding on the Third Amendment and Restatement Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Extended Euro Term Loans, the aggregate principal amount of all Extended Euro Term Loans outstanding on such date.

          (ii) The Borrower shall repay to the Administrative Agent for the ratable account of the Non-Extended Euro Term Lenders (A) on the last Business Day of each March, June, September and December, an aggregate amount in Euros equal to (x) the amount that would have been due on such date in respect of the Existing Euro Term Loans pursuant to Section 2.07(b) of the Second Amended and Restated Credit Agreement multiplied by (y) a fraction the numerator of which is the aggregate amount of the Non-Extended Euro Term Loans as of the Third Amendment and Restatement Effective Date and the denominator of which is the aggregate amount of all the Euro Term Loans as of the Third Amendment and Restatement Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Non-Extended Euro Term Loans, the aggregate principal amount of all Non-Extended Euro Term Loans outstanding on such date.

          (c) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) on the Maturity Date for the Non-Extended Revolving Credit Commitments, the aggregate

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principal amount of all the Non-Extended Revolving Credit Loans outstanding on such date and (ii) on the Maturity Date for the Extended Revolving Credit Commitments, the aggregate principal amount of all the Extended Revolving Credit Loans outstanding on such date.

          (d) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date applicable to the Extended Dollar Revolving Credit Facility.

          (e) Tranche S Term Loans and Non-Extended Synthetic L/C Loans. The Borrower shall repay to the Administrative Agent (i) on the Maturity Date for the Extended Synthetic L/C Facility, for the ratable account of the Extended Synthetic L/C Lenders, the aggregate principal amount of all Tranche S Term Loans outstanding on such date and (ii) on the Maturity Date for the Non-Extended Synthetic L/C Facility, for the ratable account of the Non-Extended Synthetic L/C Lenders, the aggregate principal amount of all Non-Extended Synthetic L/C Loans outstanding on such date.

          (f) For the avoidance of doubt, all Loans shall be repaid, whether pursuant to this Section 2.07 or otherwise, in the currency in which they were made.

          SECTION 2.08. Interest.

          (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (other than a Non-Extended Synthetic L/C Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan (other than a Swing Line Loan or a Non-Extended Synthetic L/C Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Dollar Revolving Credit Loans (for such purpose, using the Applicable Rate for Non-Extended Revolving Credit Loans with respect to a portion of the principal amount of such Swing Line Loan equal to the Allocable Revolving Share of the Non-Extending Revolving Credit Lenders of the total principal amount of such Swing Line Loan and the Applicable Rate for Extended Revolving Credit Loans with respect to a portion of the principal amount of such Swing Line Loan equal to the Allocable Revolving Share of the Extending Revolving Credit Lenders of the total principal amount of such Swing Line Loan); and (iv) each Non-Extended Synthetic L/C Loan shall bear interest on the outstanding principal amount thereof for each Interest Period (or portion thereof) (which Interest Period shall be coincident with the applicable Interest Period for the Credit-Linked Deposits) at a rate per annum equal to the Eurocurrency Rate for the Credit-Linked Deposits plus the Applicable Rate for the Non-Extended Tranche B Dollar Term Loans that are Eurocurrency Rate Loans. For the avoidance of doubt, each Alternative Currency Revolving Credit Loan shall be a Eurocurrency Rate Loan.

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          (b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

          (d) Interest on each Loan shall be payable in the currency in which each Loan was made.

          SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(g) and (h):

          (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of (i) each Non-Extended Dollar Revolving Credit Lender and each Extended Dollar Revolving Credit Lender in accordance with its Pro Rata Share of the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate with respect to commitment fees in respect of such Non-Extended Dollar Revolving Credit Commitments or Extended Dollar Revolving Credit Commitments, as the case may be, times the Allocable Revolving Share of the Non-Extended Dollar Revolving Credit Lenders or the Extended Dollar Revolving Credit Lenders, as the case may be, of the actual daily amount by which the aggregate Dollar Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Dollar Revolving Credit Loans and (B) the Outstanding Amount of Dollar Revolving L/C Obligations; provided that any commitment fee accrued with respect to any of the Dollar Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that no commitment fee shall accrue on any of the Dollar Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) each Non-Extended Alternative Currency Revolving Credit Lender and each Extended Alternative Currency Revolving Credit Lender in accordance with its Pro Rata Share of the Non-Extended Alternative Currency Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate with respect to commitment fees in respect of such Non-Extended Alternative Currency Revolving Credit Commitments or Extended Alternative Currency Revolving Credit Commitments, as the case may be, times the Allocable Revolving Share of the Non-Extended Alternative Currency Revolving Credit Lenders or the Extended Alternative Currency Revolving Credit Lenders, as the case may be, of the actual daily amount by which the aggregate Alternative Currency Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Alternative

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Currency Revolving Credit Loans and (B) the Outstanding Amount of Alternative Currency Revolving L/C Obligations; provided that any commitment fee accrued with respect to any of the Alternative Currency Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that no commitment fee shall accrue on any of the Alternative Currency Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fees shall accrue at all times from the Original Closing Date until the Maturity Date for the Extended Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Original Closing Date, and on the Maturity Date for the Non-Extended Revolving Credit Commitments (with respect to commitment fees accrued for the accounts of the Non-Extended Revolving Credit Lenders) and the Maturity Date for the Extended Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

          (b) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Non-Extended Synthetic L/C Lender a facility fee equal to (i) the sum of (A) the Applicable Rate with respect to Non-Extended Synthetic L/C facility fees and (B) the Credit-Linked Deposit Cost Amount for the applicable period times (ii) the amount of such Lender’s Credit-Linked Deposit. The facility fee shall accrue at all times from the First Amendment and Restatement Effective Date until the Maturity Date for the Non-Extended Synthetic L/C Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable on each Interest Payment Date with respect to Credit-Linked Deposits, and on any date on which any Credit-Linked Deposit is terminated and the funds therein returned to the Non-Extended Synthetic L/C Lenders.

          (c) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

          SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by UBS AG, Stamford Branch’s “prime rate” and for Alternative Currency Revolving Credit Loans denominated in Sterling shall be made on the basis of a year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for

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the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

          SECTION 2.11. Evidence of Indebtedness.

          (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Any such Note evidencing a Revolving Credit Loan prior to the Fourth Amendment and Restatement Effective Date may be exchanged, upon the request of the relevant Revolving Credit Lender through the Administrative Agent and the surrender to the Administrative Agent of such existing Note, for Notes that the Borrower will execute and deliver through the Administrative Agent, evidencing the Extended Revolving Credit Loans and Non-Extended Revolving Credit Loans into which such Revolving Credit Loan was converted on the Fourth Amendment and Restatement Effective Date. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

          (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

          (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts

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pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

          SECTION 2.12. Payments Generally.

          (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than 2:00 p.m. (London time) on the dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Amount of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after 2:00 p.m. (London time) in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

          (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

          (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

          (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such

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assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

          (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

          (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

          (e) The obligations of the Lenders hereunder to make Loans, to fund the Credit-Linked Deposits and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan, to fund a Credit-Linked Deposit or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to fund its Credit-Linked Deposit or purchase its participation.

          (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan or Credit-Linked Deposit in any particular place or manner or to

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constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan or Credit-Linked Deposit in any particular place or manner.

          (g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations (without duplication of the Tranche S Term Loans) outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

          SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect

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to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

          SECTION 2.14. [Intentionally Omitted].

          SECTION 2.15. Currency Equivalents.

          (a) The Administrative Agent shall determine the Dollar Amount of each Loan denominated in an Alternative Currency and each L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) in the case of any Euro Term Loan, as of the Original Closing Date and (ii) otherwise, (A) as of the first day of each Interest Period applicable thereto and (B) as of the end of each fiscal quarter of the Borrower, and shall promptly notify the Borrower and the Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate (x) on the date of the related Borrowing Request for purposes of the initial such determination for any Loan denominated in an Alternative Currency and (y) on the fourth Business Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any subsequent determination.

          (b) If after giving effect to any such determination of a Dollar Amount, the aggregate Outstanding Amount of the Alternative Currency Revolving Credit Loans and the Alternative Currency Revolving L/C Obligations exceeds the aggregate Alternative Currency Revolving Credit Commitments then in effect by 5% or more, the Borrower shall, within five (5) Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, prepay or cause to be prepaid outstanding Alternative Currency Revolving Credit Loans or take other action (including, in the Borrower’s discretion, cash collateralization of Alternative Currency Revolving L/C Obligations in amounts from time to time equal to such excess) to the extent necessary to eliminate any such excess. Prior to the Maturity Date with respect to the Non-Extended Alternative Currency Revolving Credit Commitments, each prepayment of Alternative Currency Revolving Credit Loans or other action taken pursuant to this Section 2.15(b) shall be allocated among the Extended Alternative Currency Revolving Credit Lenders and the Non-Extended Alternative Currency Revolving Credit Lenders on a ratable basis and within each such Class of Lenders on a ratable basis. From and after the Maturity Date with respect to the Non-Extended Alternative Currency Revolving Credit Commitments, each prepayment of Alternative Currency Revolving Credit Loans or other action taken pursuant to this Section 2.15(b)

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shall be allocated among the Extended Alternative Currency Revolving Credit Lenders on a ratable basis.

          SECTION 2.16. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) if any Swing Line Obligations or Revolving L/C Obligations exist at the time a Lender becomes a Defaulting Lender then the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Pro Rata Share of the Swing Line Obligations and (y) second, Cash Collateralize such Defaulting Lender’s Pro Rata Share of the Revolving L/C Obligations in accordance with the procedures set forth in Section 2.03(f) (with references therein to the Outstanding Amount of all Revolving L/C Obligations, or similar terms, being deemed to refer instead to the Outstanding Amount of such Defaulting Lender’s Pro Rata Share of all Revolving L/C Obligations) for so long as such Revolving L/C Obligations are outstanding; and (b) so long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and no Revolving L/C Issuer shall be required to issue, amend or increase any Revolving Letter of Credit, unless it is satisfied that the related exposure will be 100% covered (or in the case of Cash Collateralization, 105% covered) as set forth in clause (a) above and as the Administrative Agent, Swing Line Lender and any Revolving L/C Issuer may otherwise reasonably require. The rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to other rights and remedies that the Borrower, the Administrative Agent, each Revolving L/C Issuer, the Swing Line Lender and the non-Defaulting Lenders may have against such Defaulting Lender.

          SECTION 2.17. Revolving Credit Loan Modification Offers. (a) The Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Revolving Credit Loan Modification Offer”) to all the Revolving Credit Lenders of one or more Classes (each Class subject to such a Loan Modification Offer, an “Affected Revolving Credit Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Revolving Credit Loan Modification Offer Arranger and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Revolving Credit Class that accept the

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applicable Loan Modification Offer (such Lenders, the “Accepting Revolving Credit Lenders”) and, in the case of any Accepting Revolving Credit Lender, only with respect to such Lender’s Loans and Commitments of such Affected Revolving Credit Class as to which such Lender’s acceptance has been made.

          (b) The Borrower and each Accepting Revolving Credit Lender shall execute and deliver to the Administrative Agent a Revolving Credit Loan Modification Agreement and such other documentation as the Administrative Agent or the Revolving Credit Loan Modification Offer Arranger shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Revolving Credit Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Revolving Credit Lenders of the Affected Revolving Credit Class, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Revolving Credit Lenders as a new “Class” of loans and/or commitments hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent or the Revolving Credit Loan Modification Offer Arranger, shall have received legal opinions, board resolutions, officer’s and secretary’s certificates and other documentation consistent with those delivered on the Original Closing Date under Section 4.01 of the Original Credit Agreement.

          (c) “Permitted Amendments” means any or all of the following: (i) an extension of the Maturity Date applicable to the applicable Loans and/or Commitments of the Accepting Revolving Credit Lenders, (ii) an increase or decrease in the Applicable Rate with respect to the applicable Loans and/or Commitments of the Accepting Revolving Credit Lenders, (iii) the inclusion of additional fees to be payable to the Accepting Revolving Credit Lenders, (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Revolving Credit Loan Modification Offer Arranger or the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new “Class” of loans and/or commitments resulting therefrom, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Revolving Letter of Credit or Swing Line Loan as between the commitments of such new “Class” and the remaining Commitments of the related Affected Revolving Credit Class shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Commitments of the related Affected Revolving Credit Class and (B) the Letter of Credit Expiration Date and the Maturity Date applicable to the Revolving Letters of Credit issued by any Revolving L/C Issuer or the Swing Line Loans made by the Swing Line Lender may not be extended without the prior written consent of such Revolving L/C Issuer or the Swing Line Lender, as applicable, and (v) such other amendments to this Agreement and the other Loan Documents as shall be necessary or

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appropriate, in the judgment of the Revolving Credit Loan Modification Offer Arranger or the Administrative Agent or as otherwise may be agreed upon by the parties to such Permitted Amendment, to obtain or give effect to the foregoing Permitted Amendments (it being agreed that the Administrative Agent shall be entitled to receive customary agency fees for acting in such capacity for any period after the Latest Maturity Date in effect immediately prior to the effectiveness of any such Permitted Amendment (with the Borrower and the Administrative Agent agreeing to negotiate in good faith the amount of such fees) and that no such Permitted Amendment may affect the rights or duties of, or any fees or other amounts payable, to the Administrative Agent without the prior written consent thereto of the Administrative Agent).

ARTICLE III

Taxes, Increased Costs Protection and Illegality

          SECTION 3.01. Taxes.

          (a) Except as provided in this Section 3.01, any and all payments by the Borrower (the term Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall

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indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

          (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable and paid under this Section 3.01) payable by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within ten (10) days after the date such Lender or such Agent makes a demand therefor.

          (d) Each Lender shall severally indemnify each Agent for any taxes (including any taxes that are excluded from the definition of “Taxes” pursuant to this Section 3.01, but, in the case of any Taxes, only to the extent that the Borrower has not already indemnified such Agent for such Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by such Agent in connection with this Agreement and any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that such Agent provides the Lender with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(d) shall be made within ten (10) days after the date such Agent makes a demand therefor.

          (e) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Original Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the Lending Office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (provided that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in Lending Office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

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          (f) Notwithstanding anything else herein to the contrary, if a Foreign Lender or an Agent is subject to U.S. federal withholding tax at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, U.S. federal withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon U.S. federal withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Assumption pursuant to which a Foreign Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of U.S. federal withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to U.S. federal withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) U.S. federal withholding tax, if any, applicable with respect to the Lender assignee on such date. A Lender that is entitled to an exemption from or reduction of Bermuda withholding tax shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender or be otherwise materially disadvantageous to such Lender; provided further that the Borrower, shall reimburse such Lender for any material out-of-pocket costs that are incurred by the Lender with respect to providing any such documentation.

          (g) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that

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would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

          (h) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage; provided further that nothing in this Section 3.01(h) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

          SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

          SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or Credit-Linked Deposit, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or Credit-Linked Deposit does not adequately and fairly reflect the cost to such Lenders of funding such

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Loan or Credit-Linked Deposits, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan or Credit-Linked Deposit, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Credit-Linked Deposits shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and the Credit-Linked Deposits shall be invested so as to earn a return equal to the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

          SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

          (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Original Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans, maintaining any Credit-Linked Deposit or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes indemnifiable pursuant to Section 3.01, (ii) changes in the basis of taxation of overall net income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by any jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, (iii) reserve requirements contemplated by Section 3.04(c) or (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

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          (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Original Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

          (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan or Credit-Linked Deposit equal to the actual costs of such reserves allocated to such Loan or Credit-Linked Deposit by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans or Credit-Linked Deposit, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan or Credit-Linked Deposit by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan or Credit-Linked Deposit, provided that the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided further that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan, Credit-Linked Deposit Account or Letter

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of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

          SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

          (a) (i) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan; or

          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

          For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. In addition, the Borrower shall indemnify the Administrative Agent against any loss or expense comparable to the losses or expenses covered by the preceding sentences of this Section 3.05 that the Administrative Agent may sustain or incur as a consequence of any withdrawal from the Credit-Linked Deposit Account pursuant to the terms of this Agreement prior to the end of the then-applicable Interest Period for the Credit-Linked Deposits.

          SECTION 3.06. Matters Applicable to All Requests for Compensation.

          (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

          (b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the

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date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

          (c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

          (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

          (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

          (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis and Interest Periods) in accordance with their respective Commitments.

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          SECTION 3.07. Replacement of Lenders under Certain Circumstances.

          (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

          (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans, Credit-Linked Deposits and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

          (c) Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative

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Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

          (d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

          SECTION 3.08. Survival. All of the Borrower’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

Conditions Precedent to Effectiveness and Credit Extensions

          SECTION 4.01. [Reserved.]

          SECTION 4.02. Fourth Amendment and Restatement Effective Date. The effectiveness of the amendment and restatement of this Agreement pursuant to the Fourth Amendment and Restatement Agreement is subject to the satisfaction of the conditions set forth in the Fourth Amendment and Restatement Agreement.

          SECTION 4.03. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

          (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

          (b) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

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          (c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

          (d) After giving effect to any such requested Credit Extension occurring during the five (5) Business Day period immediately preceding the Maturity Date for the Non-Extended Revolving Credit Commitments, the Borrower would not (i) be required by the third sentence of Section 2.05(b)(iv) to prepay or cause to be prepaid Dollar Revolving Credit Loans or Swing Line Loans or to Cash Collateralize Dollar Revolving L/C Obligations or (ii) be required by the fourth sentence of Section 2.05(b)(iv) to prepay or cause to be prepaid Alternative Currency Revolving Credit Loans or to Cash Collateralize Alternative Currency Revolving L/C Obligations.

          Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) (and, if applicable, in Section 4.03(d)) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

Representations and Warranties

          The Borrower represents and warrants to the Agents and the Lenders that:

          SECTION 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

          SECTION 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction and the Restructuring Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all

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necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

          SECTION 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction or the Restructuring Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

          SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

          SECTION 5.05. Financial Statements; No Material Adverse Effect.

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          (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries or Worldspan and its Subsidiaries, as the case may be, as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2005 to and including the Worldspan Closing Date, there has been (i) no sale, transfer or other disposition by Worldspan or any of its Subsidiaries of any material part of the business or property of Worldspan or any of its Subsidiaries, taken as a whole, and (ii) no purchase or other acquisition by Worldspan or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Worldspan and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Administrative Agent prior to the Worldspan Closing Date.

          (ii) The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Original Closing Date Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the most recent fiscal year then ended, the quarter ended March 31, 2006 and the 12-month period ending on March 31, 2006 (together with the Original Closing Date Pro Forma Balance Sheet, the “Original Closing Date Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Original Closing Date Transactions, each material acquisition by Holdings or any of its Subsidiaries consummated after March 31, 2006 and prior to the Original Closing Date and all other material transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Original Closing Date Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of Holdings and its Subsidiaries as at March 31, 2006 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

          (iii) The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the most recently completed fiscal quarter ended at least 45 days prior to the Worldspan Closing Date (including the notes thereto) (the “Worldspan Closing Date Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the most recent fiscal year then ended, the most

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recently completed fiscal quarter ended at least 45 days prior to the Worldspan Closing Date and the 12-month period ending on the last day of the most recently completed fiscal quarter ended at least 45 days prior to the Worldspan Closing Date (together with the Worldspan Closing Date Pro Forma Balance Sheet, the “Worldspan Closing Date Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Worldspan Transactions, each material acquisition by Holdings or any of its Subsidiaries consummated after the last day of the most recently completed fiscal quarter ended at least 45 days prior to the Worldspan Closing Date and prior to the Worldspan Closing Date and all other material transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Worldspan Closing Date Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of Holdings and its Subsidiaries as at the last day of the most recently completed fiscal quarter ended at least 45 days prior to the Worldspan Closing Date and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

          (b) Since the Original Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

          (c) As of the Original Closing Date, neither Holdings nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under or permitted by this Agreement and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

          SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

          SECTION 5.07. No Default. Neither Holdings nor any of its Subsidiary is in default under or with respect to, or a party to, any

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Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          SECTION 5.09. Environmental Compliance.

          (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          (b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.

          (c) The properties owned, leased or operated by Holdings and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

          (d) Except as specifically disclosed in Schedule 5.09(d), neither Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or

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together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

          (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

          SECTION 5.10. Taxes. Except as set forth in Schedule 5.10 or except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings and its Subsidiaries have timely filed all Federal and state and other tax returns and reports required to be filed, and have timely paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

          SECTION 5.11. ERISA Compliance.

          (a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

          (b) (i) No ERISA Event has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)

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neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

          (c) Except where noncompliance would not reasonably be expected to result in a Material Adverse Effect, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders, and neither a Loan Party nor any Subsidiary has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of a Loan Party or Subsidiary (based on the actuarial assumptions used for purposes of the applicable jurisdiction’s financial reporting requirements), did not exceed the current value of the assets of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

          SECTION 5.12. Subsidiaries; Equity Interests. As of the Fourth Amendment and Restatement Effective Date, neither Holdings nor any Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents or the Second Lien Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Fourth Amendment and Restatement Effective Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Fourth Amendment and Restatement Effective Date pursuant to the Collateral and Guarantee Requirement.

          SECTION 5.13. Margin Regulations; Investment Company Act.

          (a) No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

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          (b) None of Holdings, any Person Controlling the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

          SECTION 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement (including any amendment hereto) or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

          SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No such IP Rights infringe upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

          SECTION 5.16. Solvency. On the Worldspan Closing Date after giving effect to the Worldspan Transactions, the Loan Parties, on a consolidated basis, are Solvent.

          SECTION 5.17. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

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          SECTION 5.18. Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) none of hours worked by nor any payments made to employees of Holdings or any of its Subsidiaries have been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from Holdings or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

ARTICLE VI

Affirmative Covenants

          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

          SECTION 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

          (a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

          (b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and

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certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

          (c) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings that holds all of the Equity Interests of Holdings) or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

          SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

          (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default resulting from a violation of Sections 7.11, 7.12 or 7.13 or, if any such Event of Default shall exist, stating the nature and status of such event;

          (b) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default resulting from a violation of Section 7.11 or 7.12, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

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          (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

          (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of the Second Lien Credit Agreement or any High Yield Notes Documentation, Junior Financing Documentation or Permitted Refinancing Indebtedness Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

          (e) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Original Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and

          (f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

          Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’ or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holdings’ or the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such

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documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

          SECTION 6.03. Notices. Promptly (and, in the case of clauses (a) and (b) below, after obtaining knowledge thereof) notify the Administrative Agent:

          (a) of the occurrence of any Default;

          (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event; and

          (c) of any amendments, restatements, supplements or other material modifications to the Second Lien Debt Documents.

          Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

          SECTION 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

          SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable

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action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

          SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

          SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings, Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

          SECTION 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

          SECTION 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings or such Subsidiary, as the case may be.

          SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be

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reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with Holdings’ independent public accountants.

          SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied at all times, including but in any such case subject to Section 6.17 and the terms of the Intercreditor Agreement:

          (a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:

          (i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

          (A) cause each such Restricted Subsidiary that is or is required to be a Domestic Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a book value in excess of $7,250,000 in detail reasonably satisfactory to the Administrative Agent;

          (B) cause (x) each such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably

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requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

          (C) (x) cause each such Restricted Subsidiary that is required to become a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent; and

          (D) take, and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to take, whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity,

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          (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and

          (iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement and has a book value in excess of $7,250,000 any existing title reports, surveys or environmental assessment reports.

          (b) (i) [reserved];

          (ii) the Borrower shall obtain the security interests and Guarantees set forth on Schedule 1.01B on or prior to the dates corresponding to such security interests and Guarantees set forth on Schedule 1.01B; and

          (iii) after the Original Closing Date, promptly after (x) the acquisition of any material personal property by the Borrower or any Domestic Guarantor or (y) the acquisition of any owned real property by the Borrower or any Domestic Guarantor with a book value in excess of $7,250,000, and if such personal property or owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the Borrower or relevant Domestic Guarantor to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.

          (c) Upon the Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to the Collateral Documents shall be released and shall be free and clear of all Liens created by the Loan Documents and (y) all other obligations under the Loan Documents of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released, and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to take all actions requested by Borrower to effectuate such releases.

          SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties

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to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

          SECTION 6.13. Further Assurances and Post-Closing Conditions.

          (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

          (b) In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such owned real property within thirty (30) days of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal of, a ground lease in respect of, such real property in each case together with:

          (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

          (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan

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Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

          (iii) opinions of local counsel for the Loan Parties in states in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

          (iv) evidence that each such space lease contains a provision reasonably acceptable to the Administrative Agent permitting a collateral assignment with respect to such provisions; provided that the Administrative Agent shall be permitted to waive this requirement if it is reasonably satisfied that the Borrower has used its commercially reasonable efforts to comply with this requirement; and

          (v) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

          SECTION 6.14. Designation of Subsidiaries. The board of directors of Holdings may at any time on or prior to the Fourth Amendment and Restatement Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or at any time designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis (it being understood that if such designation is to be made effective prior to the date that the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply), with the covenants set forth in Sections 7.11, 7.12 and 7.13 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) no Subsidiary (other than Orbitz TopCo and its Subsidiaries upon the consummation of the Orbitz IPO) may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under the Second Lien Credit Agreement or for the purpose of any Junior Financing, as applicable, and upon the Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to the Collateral Documents shall be released and shall be free and clear of all Liens created by the Loan Documents and (y) all other obligations under the Loan Documents of any of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted

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Subsidiaries at all times from and after the Orbitz IPO unless and until designated as a Restricted Subsidiary in accordance with the other provisions of the Loan Documents applicable to designating Unrestricted Subsidiaries as Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the net book value of Holdings’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

          SECTION 6.15. Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

          SECTION 6.16. Orbitz Indebtedness. If, upon or following the Orbitz IPO, Orbitz Topco, any of its Subsidiaries or any other Person whose primary assets or operations comprise a portion of the Orbitz Business and that is not then a Loan Party Guarantees or otherwise becomes liable for any Indebtedness of Holdings and its Subsidiaries (other than Orbitz Topco, any of its Subsidiaries or any other Person whose primary assets or operations comprise a portion of the Orbitz Business), such Person shall become subject to the Collateral and Guarantee Requirement hereunder as if such Person were a Restricted Subsidiary (it being understood that in such case such Person shall, other than for purposes of granting guarantees and collateral pursuant to the Collateral and Guarantee Requirement, not be considered a Restricted Subsidiary hereunder).

          SECTION 6.17. Post-Closing Matters.

          (a) To the extent such items have not been delivered as of the Fourth Amendment and Restatement Effective Date, within 120 days after the Fourth Amendment and Restatement Effective Date, unless waived or extended by the Collateral Agent in its sole discretion, the Borrower and the applicable Domestic Guarantor shall deliver to the Collateral Agent, with respect to the Mortgage encumbering Mortgaged Property entered into prior to the Fourth Amendment and Restatement Effective Date, a third mortgage amendment to such Mortgage (the “Third Mortgage Amendment”):

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          (i) a “date down” endorsement to the existing Mortgage Policy (or equivalent coverage) assuring the Collateral Agent that the Mortgage encumbering the Mortgaged Property located at 5350 South Valentia Way, Greenwood Village, Colorado, as amended by the First Mortgage Amendment, as further amended by the Second Mortgage Amendment and the Third Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, free and clear of all Liens except those Liens created or permitted by this Agreement and the Collateral Documents or by the Administrative Agent or Collateral Agent, and such endorsement to such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent or Collateral Agent; and

          (ii) evidence that all other actions, recordings and filings in connection with the Second Mortgage Amendment that the Administrative Agent may deem reasonably necessary shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

provided that the applicable Loan Party shall not be required to deliver the foregoing items if such Mortgaged Property shall have been sold, transferred or otherwise disposed of pursuant to a Disposition permitted by Section 7.05 within 120 days after the Fourth Amendment and Restatement Effective Date.

          (b) Within one hundred and twenty (120) days after the Fourth Amendment and Restatement Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent, the applicable Loan Party (other than a Foreign Guarantor) shall deliver to the Collateral Agent executed control agreements and ensure that the Collateral Agent has “control” (within the meaning of Section 9-104 of the New York Uniform Commercial Code) over each deposit account and securities account that the Collateral Agent is entitled to have “control” over pursuant to clause (f) of the Collateral and Guarantee Requirement.

          (c) Within two hundred and seventy (270) days after the Fourth Amendment and Restatement Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent, Holdings shall use commercially reasonable efforts to ensure that the requirements set forth in clauses (i) and (j) of the Collateral and Guarantee Requirement are satisfied.

          SECTION 6.18. Mandatory Bond Prepayments. During each of (i) the twelve-month period commencing on October 1, 2011 and terminating on September 30, 2012 and (ii) the subsequent twelve month period commencing on October 1, 2012 and terminating on September 30, 2013, the Borrower shall make payments in an aggregate principal amount of $20,000,000 (as such amount may be adjusted in a de minimis amount to the extent reasonably necessary because of minimum repayment or repurchase amounts or similar requirements) to prepay, retire, redeem, purchase, defease or otherwise satisfy Senior

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Notes and/or 2016 Senior Notes at prices no greater than par plus any redemption premium, and accrued and unpaid interest from (other than in the case of ratable redemptions) Persons other than 5% Shareholders (the “Mandatory Bond Prepayments”); provided that the Borrower shall not be required to make such payments in any twelve-month period if, on or prior to September 30, 2012 or September 30, 2013, respectively, the Administrative Agent receives a certificate of the chief financial officer of the Borrower certifying that making such Mandatory Bond Prepayments (and giving pro forma effect thereto) is reasonably likely to result in a violation of Section 7.13 at the end of any fiscal quarter ending on or prior to October 1, 2012 or October 1, 2013, respectively.

ARTICLE VII

Negative Covenants

          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

          SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

          (a) Liens pursuant to any Loan Document, including the Lien in favor of the Synthetic L/C Issuer pursuant to the Tranche S Collateral Account Agreement;

          (b) Liens existing on the Original Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

          (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

          (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than

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thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

          (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

          (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

          (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, the Borrower or any material Subsidiary;

          (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

          (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

          (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings, the Borrower or any material Subsidiary or (ii) secure any Indebtedness;

          (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

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          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

          (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or to be applied against the purchase price for such Investment, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

          (n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party as of the Fourth Amendment and Restatement Date and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03;

          (o) Liens in favor of Holdings, the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);

          (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Original Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien permitted by this clause (p) upon or in the same property previously subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any change in any direct or contingent obligor) of the amount or value secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g) or (k);

          (q) any interest or title of a lessor under leases entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

          (r) Liens on all or a portion of the Collateral to secure Permitted Refinancing Indebtedness, to the extent permitted by the definition of the term “Permitted Refinancing Indebtedness”;

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          (s) Liens encumbering out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

          (t) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

          (u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;

          (v) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

          (w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);

          (x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;

          (y) Liens arising from precautionary Uniform Commercial Code financing statement filings;

          (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

          (aa) second-priority Liens on the Collateral securing Indebtedness incurred pursuant to Section 7.03(v) so long as such Liens and Indebtedness are subject to the terms of the Intercreditor Agreement in the capacity of “Second Priority Claims”; and

          (bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $72,500,000.

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Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time, other than pursuant to Section 7.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii), (w) or (aa), and no Liens (other than those referred to in Section 7.01(a), (r) or (aa)) shall be permitted on the Collateral consisting of the Equity Interests of the Borrower or the Foreign Holdco.

Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on any Mortgaged Property other than pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q), (r), (x) and (aa) of this Section 7.01 (to the extent, with reference to clause (j) of this Section 7.01, the Borrower and the applicable Loan Party shall use commercially reasonable efforts to cause such leases, licenses, subleases or sublicenses to be subordinate to the lien of any Mortgage).

Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on the Tranche S Collateral Account or any asset contained therein other than pursuant to clause (a), (c), (h) or (l) of this Section 7.01.

          SECTION 7.02. Investments. Make or hold any Investments, except:

          (a) Investments by Holdings, the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

          (b) loans or advances to officers, directors and employees of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof or after a Qualifying IPO, the Borrower or any Intermediate Holding Company) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $7,250,000;

          (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary which becomes a Loan Party and excluding any Foreign Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by the Borrower or any Restricted Subsidiary (A) in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments in Persons that are not Loan Parties (together with, but without duplication of, the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B), but with giving effect to any Investment permitted by Section 7.02(q)) shall not exceed $362,500,000 (net of any return representing a return of capital in respect of any such Investment) or (B) in any Foreign Subsidiary that is a Loan Party, consisting of the contribution of Equity Interests of any other Foreign Subsidiary held directly by the Borrower or such Restricted Subsidiary in exchange for Indebtedness, Equity Interests or a combination thereof of the Foreign

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Subsidiary to which such contribution is made, (C) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (D) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party, to the extent such Guarantees are permitted under Section 7.03 and (iv) by any Foreign Subsidiary that is a Loan Party in any other Foreign Subsidiary that is a Loan Party (other than any new Restricted Subsidiary that becomes a Loan Party);

          (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

          (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

          (f) Investments (i) existing or contemplated on the Fourth Amendment and Restatement Effective Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Fourth Amendment and Restatement Effective Date by Holdings, the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.02(f) is not materially increased from the amount of such Investment on the Fourth Amendment and Restatement Effective Date via the transfer of assets from any of Holdings or any Subsidiary thereof to such Investment;

          (g) Investments in Swap Contracts permitted under Section 7.03;

          (h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

          (i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of Holdings (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

          (A) subject to clause (B) below, a majority of all property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be Guarantors and shall have complied with the requirements of Section 6.11, within the times specified therein (for the

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avoidance of doubt, this clause (A) shall not override any provisions of the Collateral and Guarantee Requirement);

          (B) the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties (together with the aggregate amount of all Investments in Foreign Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii)(A), but with giving effect to any Investments permitted under Section 7.02(q)) shall not exceed $362,500,000 (net of any return representing a return of capital in respect of any such Investment);

          (C) the acquired property, assets, business or Person is in the same line of business as Holdings and the Subsidiaries, taken as a whole;

          (D) the board of directors (or similar governing body) of the Person to be so purchased or acquired shall not have indicated publicly its opposition to the consummation of such purchase or acquisition (which opposition has not been publicly withdrawn);

          (E) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, Holdings, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time such purchase or other acquisition is to occur and, in the case of acquisitions the aggregate consideration which is in excess of $36,250,000, evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and

          (F) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

          (j) the Transaction, the Restructuring Transaction and the Investment Transaction;

          (k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

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          (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

          (m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 7.06(h), (i) or (j);

          (n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time such Investment is being made, other Investments that do not exceed $20,000,000 in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied;

          (o) advances of payroll payments to employees in the ordinary course of business;

          (p) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or the Borrower or an Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company);

          (q) Investments held by a Restricted Subsidiary (acquired after the Original Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Original Closing Date), to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

          (r) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

          (s) the Worldspan Acquisition; provided that such acquisition shall have been consummated in accordance with the terms of the Worldspan Merger Agreement, without giving effect to any amendments or waivers by the Borrower thereto that are materially adverse to the Lenders without the reasonable consent of the Agents; and

          (t) on and following the Orbitz IPO, any Investments in Orbitz TopCo, so long as the amount actually invested in Orbitz TopCo by Holdings or a Restricted

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Subsidiary does not increase upon and following the Orbitz IPO (it being understood that increases in the value of Orbitz TopCo upon and following the Orbitz IPO that do not result from Investments by Holdings or a Restricted Subsidiary in Orbitz TopCo shall be permitted by this clause (t));

provided that (x) the only Investment in Travelport Guarantor that shall be permitted to be made under this Section 7.02 shall be pursuant to the Investment Transaction and (y) no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings or Indebtedness under any Second Lien Debt Document.

          SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

          (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan Documents;

          (b) Indebtedness (i) outstanding on the Original Closing Date and listed on Schedule 7.03(b), provided that the letters of credit and surety bonds listed thereon must be backstopped by a Letter of Credit issued hereunder and, other than in respect of any letter of credit or any surety bond listed thereon or any drawing upon any such letter of credit or surety bond, any Permitted Refinancing thereof; and (ii) intercompany Indebtedness outstanding on the Original Closing Date;

          (c) Guarantees by Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness of Holdings, the Borrower or any Restricted Subsidiary otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness under any Second Lien Debt Document, any High Yield Note, Junior Financing or Permitted Refinancing Indebtedness shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

          (d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement;

          (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or

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improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness outstanding at any one time pursuant to this Section 7.03(e) shall not exceed 5% of Total Assets at such time;

          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

          (g) Indebtedness of the Borrower, any Foreign Subsidiary or any Guarantor (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time of the assumption or incurrence of such Indebtedness and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $145,000,000; provided that the aggregate amount of Indebtedness outstanding at Persons that are not Loan Parties pursuant to this clause (g) and clause (n) below shall not exceed $100,000,000 at any one time;

          (h) (i) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided that, in each case, such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time of the assumption or incurrence of such Indebtedness, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Latest Maturity Date in effect at the time such Indebtedness is incurred (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the High Yield Notes as of the Original Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably

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detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (z) with respect to such Indebtedness described in the immediately preceding clause (B) or any Permitted Refinancing thereof, is incurred by the Borrower or a Guarantor; provided further that notwithstanding anything contained in the Loan Documents to the contrary, (a) the maximum principal amount of all Indebtedness described in clause (A) of this paragraph (together with any Permitted Refinancing of Indebtedness in respect thereof) with respect to which a Restricted Subsidiary that is not a Guarantor may become liable shall be $145,000,000 and (b) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be of those Persons who were obligors of such Indebtedness immediately prior to such Permitted Acquisition;

          (i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

          (j) Indebtedness to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06;

          (k) Indebtedness incurred by Holdings, the Borrower or any Restricted Subsidiary in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition to the extent constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

          (l) Indebtedness consisting of obligations of Holdings, the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

          (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

          (n) Indebtedness in an aggregate principal amount not to exceed $362,500,000, at any time outstanding; provided that a maximum of $145,000,000 in aggregate principal amount of such Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Guarantors outstanding at any time under Section 7.03(g)) may be incurred by Foreign Subsidiaries that are not Guarantors;

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          (o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

          (p) Indebtedness incurred by Holdings, the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

          (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings, the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

          (r) [Reserved];

          (s) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

          (t) Indebtedness in respect of the High Yield Notes and any Permitted Refinancing thereof;

          (u) Permitted Refinancing Indebtedness;

          (v) Indebtedness under the Second Lien Debt Documents (and any Permitted Refinancing thereof) in an aggregate principal amount at any time outstanding not to exceed $342,500,000 plus the amount of any interest added to the principal thereof in accordance with the terms of the Second Lien Debt Documents (or the equivalent documentation with respect to any Permitted Refinancing thereof); and

          (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above;

provided that no Indebtedness that would otherwise be permitted under this Section 7.03 shall be permitted hereunder to the extent such Indebtedness constitutes a PIK Guarantee.

          SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

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          (a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

          (b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders;

          (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or a Borrower, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

          (d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement;

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          (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;

          (f) so long as no Default exists or would result therefrom and no material assets have been transferred to such Subsidiaries from Holdings or any Subsidiary thereof from the Original Closing Date to the date of such dissolution or liquidation, the Subsidiaries listed on Schedule 7.04(f) may be dissolved or liquidated; and

          (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

          SECTION 7.05. Dispositions. Make any Disposition, except:

          (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;

          (b) Dispositions of inventory and immaterial assets in the ordinary course of business;

          (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

          (d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or a Borrower (i) the transferee thereof must either be a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

          (e) Dispositions permitted by Sections 7.04 and 7.06, Liens permitted by Section 7.01 and Investments permitted by Section 7.02;

          (f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by Holdings, the Borrower or any Restricted Subsidiary on the Original Closing Date, the fair market value of all property so Disposed of after the Original Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(j)) shall not exceed five percent (5%) of Total Assets per year and (ii) with respect to such property acquired by Holdings, the Borrower or any Restricted Subsidiary after the Original Closing Date, the applicable sale-leaseback transaction occurs within two

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hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

          (g) Dispositions in the ordinary course of business of Cash Equivalents;

          (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries;

          (i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

          (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (j) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed five percent (5%) of Total Assets per year and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $14,500,000, Holdings, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on Holdings’, the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings, the Borrower or such Restricted Subsidiary from such transferee that are converted by Holdings, the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by Holdings, the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 2.5% of Total Assets (as such term is defined in the Senior Notes Indenture as of the Original Closing Date) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

          (k) any Disposition of any Subsidiary listed on Schedule 7.05(k) as amended on the Second Amendment and Restatement Effective Date, so long as no

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material assets are transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the Original Closing Date to the date of such Disposition;

          (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

          (m) any Disposition of any Subsidiary listed on Schedule 7.05(m) to any wholly owned Subsidiary that is not a Loan Party so long as no material assets are transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the Original Closing Date to the date of such Disposition;

          (n) any Disposition of common Equity Interests of Orbitz TopCo occurring upon the consummation of the Orbitz IPO, so long as:

          (i) (x) the Net Cash Proceeds of such Disposition shall be used to prepay Term Loans pursuant to Section 2.05(b)(ii)(A) and (y) the Net Cash Proceeds (other than amounts funded solely under any revolving credit facility of Orbitz TopCo or any of its Subsidiaries) of the first transaction or first series of related transactions whereby Orbitz TopCo or any of its Subsidiaries incurs or guarantees material Indebtedness upon, in connection with or after the consummation of the Orbitz IPO shall be used to prepay Term Loans pursuant to Section 2.05(b)(ii)(A); provided that, without derogation of any obligations of the Loan Parties in clauses (x) or (y) of this Section 7.05(n), in no event shall the amount applied to prepay Term Loans with the Net Cash Proceeds referred to in clauses (x) and (y) of this Section 7.05(n) be less than the amount necessary to prepay the Dollar Equivalent of $775,000,000 in principal amount of Term Loans plus any accrued and unpaid interest thereon; provided further that once the Borrower has applied the Net Cash Proceeds referred to in clauses (x) and (y) to prepay the Term Loans in an amount of not less than the Dollar Equivalent of $775,000,000, an aggregate principal amount of up to $100,000,000 of additional Net Cash Proceeds referred to in clauses (x) and (y) shall not be required to be used to prepay Term Loans; and

          (ii) substantially simultaneously with the consummation of the Orbitz IPO, the Borrower shall be able to declare, and it shall have declared, Orbitz TopCo and its Subsidiaries as Unrestricted Subsidiaries in accordance with the requirements of Section 6.14;

          (o) any Disposition of Equity Interests of Orbitz TopCo following the Orbitz IPO; provided that if the Total Leverage Ratio as of the last day of the immediately preceding Test Period as determined on a Pro Forma Basis (as set forth on a certificate of a Responsible Officer provided by the Borrower) is (x) greater than or equal to 4.0:1.0, 100% of the Net Cash Proceeds of such Disposition shall be subject to Section 2.05(b)(ii), (y) less than 4.0:1.0 and greater than or equal to 3.0:1.0, 50% of the Net Cash Proceeds shall be subject to Section 2.05(b)(ii) and (z) less than 3.0:1.0, 0% of the Net Cash Proceeds of such Disposition shall be subject to Section 2.05(b)(ii);

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          (p) entry into the Permitted Disposition Agreement and consummation of the Permitted Disposition; provided that (i) the Permitted Disposition shall not be consummated unless at least $655,000,000 of Net Cash Proceeds will be received by the Borrower and/or its Subsidiaries (other than an Unrestricted Subsidiary) upon consummation thereof, (ii) such Net Cash Proceeds shall be applied to prepay Term Loans pursuant to Section 2.05(b)(ii); (iii) notwithstanding any provision to the contrary contained in the Loan Documents, the Permitted Disposition shall only be made pursuant to and in accordance with this Section 7.05(p) and not pursuant to any other provision of this Agreement, and (iv) the Borrower shall give prompt written notice to the Administrative Agent of the earlier to occur of (A) the termination or expiration of the Permitted Disposition Agreement and (B) the consummation of the Permitted Disposition;

          (q) any Disposition consisting of a substantially concurrent cancellation of the Tranche A Intercompany Note and Second Lien Tranche A Term Loans; and

          (r) the Disposition of the Second Lien Tranche A Term Loans to the Travelport Guarantor pursuant to the Investment Transaction;

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (r) and (m) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing; provided further that no Disposition of any Second Lien Tranche A Term Loan (or any Indebtedness in respect of any Permitted Refinancing thereof) other than pursuant to the Restructuring Transaction or the Investment Transaction shall be permitted to be made hereunder if such Disposition is being made, directly or indirectly, to any 5% Shareholder (other than Dispositions in connection with ratable redemptions). The Disposition comprising the Orbitz IPO shall be made pursuant to Section 7.05(n) and not any other provision of Section 7.05.

          SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

          (a) the Borrower and each Restricted Subsidiary may make Restricted Payments to Holdings, the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings, the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

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          (b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

          (c) [Reserved];

          (d) Restricted Payments made on the Original Closing Date to consummate the Original Closing Date Transactions;

          (e) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f);

          (f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

          (g) Holdings (or the Borrower or any Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings or of the Borrower or any Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed $29,000,000, in any calendar year (which shall increase to $36,250,000 subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $36,250,000 in any calendar year (which shall increase to $72,500,000, subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

          (i) the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings and, to the extent contributed to Holdings, Equity Interests of any of Holdings’ direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Original Closing Date, to the extent the Net Cash Proceeds

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from the sale of such Equity Interests have been Not Otherwise Applied to the payment of Restricted Payments by virtue of Section 7.06(i); plus

          (ii) the Net Cash Proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries; less

          (iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(g);

provided further that any cancellation of Indebtedness owing to Holdings from members of management of Holdings, any of Holdings’ direct or indirect parent companies or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct or indirect parent companies will be deemed not to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;

          (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings:

          (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately;

          (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $4,350,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries;

          (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

          (iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 7.06(g);

          (v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired

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(whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

          (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) customary fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

          (i) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (A) prepayments, redemptions, purchases, defeasance and other payments in respect of Junior Financings made pursuant to Section 7.15(a)(iv) and (B) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the aggregate amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied;

          (j) [Reserved];

          (k) Restricted Payments made on or after the Fourth Amendment and Restatement Effective Date to consummate the Restructuring Transaction in an aggregate amount not to exceed $297,000,000; and

          (l) Restricted Payments made on the Worldspan Closing Date to consummate the Worldspan Transactions.

          SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Original Closing Date or any business reasonably related or ancillary thereto.

          SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, the Restructuring Transaction

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or the Investment Transaction, (d) the issuance of Equity Interests to the management of Holdings or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Original Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Original Closing Date and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted under this Article VII, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith and (n) the consummation of the Restructuring Transaction and the Investment Transaction.

          SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person

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for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Original Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are restrictions set forth in Permitted Refinancing Indebtedness Documents or (xiii) are restrictions set forth in the Second Lien Credit Agreement or any other Second Lien Debt Document, provided that (x) with respect to clause (a) above, such restrictions are no more onerous than those set forth herein and in the other Loan Documents and (y) with

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respect to clause (b) above, such restrictions are no more onerous than those set forth in the Second Lien Debt Documents on the Fourth Amendment and Restatement Effective Date.

          SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

          SECTION 7.11. Maximum Total Leverage Ratio. Permit the Total Leverage Ratio for any Test Period ending on any date set forth below to be greater than the ratio set forth below opposite such date:

Fiscal Year	March 31		June 30		September 30		December 31
2007		7.75:1		7.60:1		7.50:1		7.25:1
2008		7.25:1		7.25:1		7.00:1		6.75:1
2009		6.75:1		6.75:1		6.50:1		6.00:1
2010		6.00:1		6.00:1		5.75:1		5.75:1
2011		5.75:1		5.75:1		8.00:1		8.00:1
2012		8.00:1		8.00:1		8.00:1		8.00:1
2013		8.00:1		8.00:1		7.75:1		7.75:1
2014		7.50:1		7.50:1		7.50:1		7.50:1
Thereafter		7.25:1		7.25:1		7.25:1		7.25:1

          SECTION 7.12. First Lien Leverage Ratio. Permit the First Lien Leverage Ratio for any Test Period ending on any date set forth below to be greater than the ratio set forth below opposite such date:

Fiscal Year	March 31		June 30		September 30		December 31
2011						4.00:1		4.00:1
2012		4.00:1		4.00:1		4.00:1		4.00:1
2013		4.00:1		4.00:1		3.85:1		3.85:1
2014		3.70:1		3.70:1		3.70:1		3.70:1
Thereafter		3.50:1		3.50:1		3.50:1		3.50:1

          SECTION 7.13. Minimum Liquidity. Permit the Minimum Cash as of the end of any fiscal quarter ending after the Fourth Amendment and Restatement Effective Date to be less than the Minimum Amount.

          SECTION 7.14. Accounting Changes. Make any change in fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any

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other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

          SECTION 7.15. Prepayments, Etc. of Indebtedness.

          (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment of interest in respect of, (A) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (other than, for the avoidance of doubt, any Indebtedness under any Second Lien Debt Document) (collectively, “Junior Financing”) or (B) Indebtedness under any Second Lien Debt Document, or (ii) make any payment in violation of any subordination terms of any Junior Financing Documentation, except in the case of clauses (i) and (ii), (1) the refinancing of Indebtedness under any Second Lien Debt Document or any Junior Financing with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (2) the conversion of any Junior Financing or Indebtedness under any Second Lien Debt Document to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (3) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent expressly permitted by the Collateral Documents, (4) the payment of regularly scheduled interest in respect of Junior Financings, (5) the payment of regularly scheduled interest in respect of any Indebtedness under any Second Lien Debt Document so long as such interest payments are not paid in cash, Cash Equivalents or other assets (other than any interest payments in the form of additional principal amount of such Indebtedness) (and, for the avoidance of doubt, are paid only by increasing the outstanding aggregate principal amount of such Indebtedness); provided that such interest payments may be paid in cash or Cash Equivalents so long as both immediately prior to and after giving effect to such payments, (x) the First Lien Leverage Ratio for the immediately preceding Test Period was less than 3.00:1, (y) no Default exists or would result therefrom and (z) Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time such payment is being made, and (6) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied.

          (b) Amend, modify or change, including pursuant to any renewal, extension, refunding, restructuring, replacement or refinancing of the Second Lien Credit Agreement then in effect, in any manner materially adverse to the interests of the Lenders

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any term or condition of any Junior Financing Documentation or any Second Lien Debt Document without the consent of the Arrangers.

          SECTION 7.16. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to become a non-wholly owned Subsidiary, except to the extent such Restricted Subsidiary continues to be a Guarantor or in connection with a sale of all of such Restricted Subsidiary or the designation of an Unrestricted Subsidiary pursuant to Section 6.14.

          SECTION 7.17. Holding Company; Foreign Subsidiaries. In the case of Holdings, Intermediate Parent and TDS Intermediate Parent, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower and the Foreign Holdco or other Foreign Subsidiaries, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, (iv) the performance of the Second Lien Debt Documents to which it is a party, (v) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by this Article VII or (vi) any transaction that Holdings, Intermediate Parent or TDS Intermediate Parent is permitted to enter into or consummate under this Article VII.

ARTICLE VIII

Events of Default and Remedies

          SECTION 8.01. Events of Default. Any of the following events referred to in any of clauses (a) through (m) inclusive of this Section 8.01 shall constitute an “Event of Default”:

          (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document, or (iii) when and as required to be paid herein, any amount required to be prepaid and/or Cash Collateralized pursuant to the third or fourth sentence of Section 2.05(b)(iv); or

          (b) Specific Covenants. Holdings or the Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Borrower) or Article VII; provided that any Event of Default under Section 7.11 or 7.12 is subject to cure as contemplated by Section 8.05; or

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          (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

          (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

          (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Secured Hedge Agreements, termination events or equivalent events pursuant to the terms of such Secured Hedge Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

          (f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

          (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or

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warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

          (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied or failed to acknowledge coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

          (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (iii) a termination, withdrawal or noncompliance with applicable law or plan terms or termination, withdrawal or other event similar to an ERISA Event occurs with respect to a Foreign Plan that could reasonably be expected to result in a Material Adverse Effect; or

          (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

          (k) Change of Control. There occurs any Change of Control; or

          (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 of the Original Credit Agreement, Section 4.02 of the Second Amended and Restated Credit Agreement or Section 6.11 shall for any reason (other than pursuant to the terms thereof, including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents (or other security purported to be created on the applicable Collateral), on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates

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actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage, (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement, Liens created by the Second Lien Collateral Documents, Liens created by the collateral documents governing any Permitted Refinancing Indebtedness, or any nonconsensual Liens arising solely by operation of Law or (iii) the Intercreditor Agreement is not or ceases to be binding on or enforceable against any party thereto (or against any person on whose behalf any such party makes any covenant or agreements therein), or shall otherwise not be effective to create the rights and obligations purported to be created thereunder; or

          (m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

          SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

          (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

          (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

          (c) require that the Borrower Cash Collateralize the Revolving L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

          (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding

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Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

          SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Holdings, have assets with a value in excess of 5% of the consolidated total assets of Holdings, Borrower and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of Holdings, the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

          SECTION 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

     First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such;

     Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

     Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

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     Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Swap Termination Value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

     Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

     Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, (i) to the Second Lien Collateral Agent, in accordance with the Intercreditor Agreement or (ii) to the extent not required to be applied as set forth in clause (i) pursuant to the Intercreditor Agreement, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

     SECTION 8.05. Borrower’s Right to Cure.

          (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the covenants set forth in Section 7.11 or 7.12 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or an Intermediate Holding Company (or, following a Qualifying IPO, the Borrower) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or an Intermediate Holding Company to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenants set forth in Section 7.11 or 7.12 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to

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Sections 7.11 or 7.12 (and, for the avoidance of doubt, not the financial ratios set forth in the definition of the term “Applicable Rate”) and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

          (b) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.

ARTICLE IX

Administrative Agent and Other Agents

     SECTION 9.01. Appointment and Authorization of Agents.

          (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

          (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

          (c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and

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to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, subagents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

          (d) The Administrative Agent shall also act as the deposit account agent for the Synthetic L/C Issuer and the Non-Extended Synthetic L/C Lenders, and each of the Non-Extended Synthetic L/C Lenders (in its capacities as a Lender and Synthetic L/C Issuer (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent thereof and to take such actions on its behalf and to exercise such powers and discretion as are reasonably incidental thereto.

     SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowing or payment in Alternative Currencies, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

     SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received

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by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

     SECTION 9.04. Reliance by Agents.

          (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

          (b) For purposes of determining compliance with the conditions specified in Section 4.01 of the Original Credit Agreement or the Second Amended and Restated Credit Agreement, or any corresponding Section of any amendment agreement with respect to this Agreement (including the Fourth Amendment and Restatement Agreement), each Lender that has signed this Agreement or any such amendment agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (including the Intercreditor Agreement) or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed date of effectiveness of this Agreement or any such amendment agreement specifying its objection thereto.

     SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the

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occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

     SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their

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respective Affiliates which may come into the possession of any Agent-Related Person.

     SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

     SECTION 9.08. Agents in their Individual Capacities. UBS AG, Stamford Branch and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though UBS AG, Stamford Branch were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, UBS AG, Stamford Branch or its Affiliates may receive information regarding any Loan Party or its

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Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, UBS AG, Stamford Branch shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include UBS AG, Stamford Branch in its individual capacity.

     SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and

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Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

     SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(g) and (h), 2.09 and 10.04) allowed in such judicial proceeding; and

          (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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     SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree that:

          (a) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) if such Lien was required solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and such Lien is no longer required to be provided pursuant to clause (k) of the definition of Collateral and Guarantee Requirement, (iv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

          (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

          (c) any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or if such Guarantor was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of Indebtedness under any Second Lien Debt Document, the High Yield Notes or any Junior Financing.

          Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

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          In addition, each Lender acknowledges that obligations of the Borrower and the Guarantors under the Second Lien Debt Documents and the Permitted Refinancing Indebtedness and the Permitted Refinancing Indebtedness Documents, and certain obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each Lender hereby irrevocably (i) authorizes the Administrative Agent and/or the Collateral Agent to execute and deliver the Intercreditor Agreement, the intercreditor agreement referred to in the definition of the term “Permitted Refinancing Indebtedness” and any documents relating thereto (including any amendments to the Collateral Documents) as the Administrative Agent shall determine to be appropriate to cause the Indebtedness under the Second Lien Debt Documents and the Permitted Refinancing Indebtedness, and certain obligations related thereto, to be secured on a second priority basis with the Obligations, in each case without any further consent, authorization or other action by any Lender, (ii) agrees that, upon the execution and delivery of the Intercreditor Agreement, such intercreditor agreement or any such document, each Lender will be bound by the provisions thereof as if it were a signatory thereto and will take no actions contrary to the provisions thereof and (iii) agrees that none of the Lenders or any other Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by such Agent pursuant to this paragraph or in accordance with the terms of the Intercreditor Agreement, such intercreditor agreement or any such document.

     SECTION 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “co-documentation agent”, “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

     SECTION 9.13. Appointment of Supplemental Administrative Agents.

          (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the

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Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

          (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

          (c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE X

Miscellaneous

     SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the

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specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

          (a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.03 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

          (b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

          (c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

          (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of each Lender affected thereby;

          (e) other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

          (f) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; or

          (g) change the currency in which any Loan is denominated of any Loan without the written consent of the Lender holding such Loans;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this

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Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a manner different than such amendment affects other Classes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B Dollar Term Loans, the Euro Term Loans, the Revolving Credit Loans and the Synthetic L/C Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

          In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Dollar Replacement Term Loans or Euro Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche B Dollar Term Loans (“Dollar Refinanced Term Loans”) or Euro Term Loans (“Euro Refinanced Term Loans”) with a replacement Dollar term loan tranche denominated in Dollars (“Dollar Replacement Term Loans”) or Euro term loan tranche denominated in Euros (“Euro Replacement Term Loans”), respectively, hereunder; provided that (a) the aggregate principal amount of such Dollar Replacement Term Loans or Euro Replacement Term Loans shall not exceed the aggregate principal amount of such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, (b) the Applicable Rate Dollar Replacement Term Loans or Euro Replacement Term Loans (or similar interest rate spread applicable to such Dollar Replacement Term Loans or Euro Replacement Term Loans, respectively) shall not be higher than the Applicable Rate for such Dollar Refinanced Term Loans or Euro Refinanced Term Loans (or similar interest rate spread applicable to such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Dollar Replacement Term Loans or Euro Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Dollar Replacement Term Loans or Euro

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Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Dollar Replacement Term Loans or Euro Replacement Term Loans than, those applicable to such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

          Notwithstanding the foregoing, no consent of the Borrower or any Loan Party shall be required for amendments or waivers to the Intercreditor Agreement except to the extent expressly set forth in the Intercreditor Agreement.

          Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

     SECTION 10.02. Notices and Other Communications; Facsimile Copies.

          (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

          (i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

          (ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C)

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if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

     SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

     SECTION 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of

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the transactions contemplated hereby and thereby, including all Attorney Costs of local and foreign counsel, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

     SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective

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claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Fourth Amendment and Restatement Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

     SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under

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any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

     SECTION 10.07. Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment (which, in the case of an assignment of any portion of (1) a Synthetic L/C Commitment of any Class, must include, in the case of a Non-Extended Synthetic L/C Commitment, an assignment of an equal portion of such Lender’s interest in its Credit-Linked Deposit, the Non-Extended Synthetic L/C Loans and participations in Synthetic L/C Obligations on account of its Synthetic L/C Commitment of such Class, and, in the case of an Extended Synthetic L/C Commitment, an assignment of an equal portion of such Lender’s interest in its Tranche S Term Loans and participations in Synthetic L/C Obligations on account of its Synthetic L/C Commitment of such Class, and (2) in the case of an assignment of any Tranche S Term Loan, must include an equal portion of such Lender’s interest in its Extended Synthetic L/C Commitment and participations in Synthetic L/C Obligations on account of such Commitment) and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

               (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a

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Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

               (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan or a portion of any Synthetic L/C Facility to another Lender, an Affiliate of a Lender or an Approved Fund;

               (C) in the case of any assignment under any Revolving Credit Facility, each Revolving L/C Issuer that is a Principal L/C Issuer at the time of such assignment; provided that no consent of the Principal L/C Issuers shall be required for any assignment to an Agent or an Affiliate of an Agent; and

               (D) in the case of any assignment of any of the Dollar Revolving Credit Facility, the Swing Line Lender.

          (ii) Assignments shall be subject to the following additional conditions:

               (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving Credit Facilities) or $1,000,000 (in the case of a Term Loan or a portion of any Synthetic L/C Facility) unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

               (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and

               (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

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          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

          (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, Credit-Linked Deposits, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

          (e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the

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Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 10.15), 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

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          (i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

          (j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified, in consultation with the Borrower, a successor L/C Issuer or Swing Line Lender willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

          (k) In the case of any assignment pursuant to paragraph (b) above by a Non-Extended Synthetic L/C Lender, the Credit-Linked Deposit of the assignor Non-Extended Synthetic L/C Lender shall not be released, but shall instead be purchased by the relevant assignee and continue to be held for application (to the extent not already applied) in accordance with this Agreement to satisfy such assignee’s obligations in respect of the Non-Extended Synthetic L/C Exposure.

     SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal

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counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); or (j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Original Closing Date, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

     SECTION 10.09. Setoff. Subject to the terms of the Intercreditor Agreement, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf

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and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

     SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

     SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be

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effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

     SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents, the L/C Issuers or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

     SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

     SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     SECTION 10.15. Tax Forms.

          (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or

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prior to the date which is ten (10) Business Days after the Second Amendment and Restatement Effective Date (or, in the case of any Lender becoming a Lender hereunder after the Second Amendment and Restatement Effective Date, upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

          (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such

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Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States federal withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

          (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.

          (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

          (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Second Amendment and Restatement Effective Date (or, in the case of any Lender becoming a Lender hereunder after the Second Amendment and Restatement Effective Date, upon accepting an assignment of an interest herein), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code.

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     SECTION 10.16. GOVERNING LAW.

          (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

     SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     SECTION 10.18. Binding Effect. This Agreement shall become effective as provided in the Fourth Amendment and

213

Restatement Agreement, and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

     SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

     SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

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     SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

     SECTION 10.22. Agent for Service of Process. The Borrower agrees that promptly following request by the Administrative Agent it shall cause each material Foreign Subsidiary for whose account a Letter of Credit is issued to appoint and maintain an agent reasonably satisfactory to the Administrative Agent to receive service of process in New York City on behalf of such material Foreign Subsidiary.

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SCHEDULE 5.12 — SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
4Oceans Limited (in liquidation)	England	Auth: 12,950,000 Issued: 12,950,000		100	%	Travelport Inc.	No
Bastion Surety Limited	England	Auth: 900 Issued: 900		90	%	Travelport Inc.	Yes (65%)
Cendant Hellas EPE	Greece	Auth: 18,000 Issued: 600		100	%	Galileo Nederland II B.V. — 6 shares, Travelport Global Distribution System B.V. — 594 shares	No
Coelis S.A.S.	France	Auth: 166,800 Issued: 10,425		100	%	Sprice Pte. Ltd.	No
Covia Canada Partnership Corp.	Ontario	100		100	%	Travelport Inc.	Yes (65%)
eNett International (Jersey) Limited	Jersey	Auth: Unlimited Issued: 27,636,363		60	%	Travelport (Bermuda) Ltd.	No
Galileo Afrique Centrale (Cameroon) Sarl	Cameroon	Auth: 4,000,000 Issued: 800		100	%	Galileo France SARL	No
Galileo Asia, LLC	Delaware	Auth: 1,000 Issued: 1,000 Membership		100	%	Travelport (Luxembourg) S.a.r.l.	No
Galileo Central and West Africa (Senegal) SARL	Senegal	Auth: 1,000,000 Issued: 100		100	%	Galileo France SARL	No
Galileo Central West Africa (Ivory Coast) Sarl	Cote D’Ivoire	Auth: 1,000,000 Issued: 100		100	%	Galileo France SARL	No
Galileo Deutschland GmbH	Germany	Auth: 100,000 Issued: 100,000		100	%	The Galileo Company	No
Galileo España S.A.	Spain	Auth: 10,000 Issued: 10,000		100	%	The Galileo Company	No
Galileo France S.a r.l.	France	Auth: 2,500 Issued: 2,500		100	%	The Galileo Company	No
Galileo International B.V.	Netherlands	Auth: 900 Issued: 182		100	%	Travelport Limited	Yes
Galileo International Technology, LLC	Delaware	Auth: 1,000		100	%	Travelport	No
		Issued: 100				Investor (Luxembourg) Partnership S.E.C.S. Schaffhausen Branch
Galileo Latin America, L.L.C.	Delaware	100		100	%	Travelport (Luxembourg) S.a r.l	No
Galileo Malaysia Limited	Hong Kong	Auth: 1,000 Issued: 100		100	%	Travelport (Luxembourg) S.a r.l	No

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
Galileo Malaysia, LLC	Delaware	100		100	%	Travelport (Luxembourg) S.a r.l	No
Galileo Nederland II BV	Netherlands	Auth: 90,000 Issued: 180		100	%	Travelport Global Distribution System B.V.	No
Galileo Portugal Limited	England	Auth: 100 Issued: 2		100	%	The Galileo Company	No
Galileo Technologies LLC	Delaware	Auth: 1,000 Issued: 100		100	%	Travelport Inc.	Yes
Gate Pacific Limited	Mauritius	Auth: 1,000,000 Issued: 1,000,000		100	%	Travelport (Luxembourg) S.a r.l	No
GI Worldwide Holdings C.V.	Netherlands	N/A		100	%	Galileo Technologies LLC — 10%, Travelport Inc. — 90%	Yes (65%)
GIW Holdings CV	Netherlands	Auth: unlimited Issued: 1		100	%	GI Worldwide Holdings C.V. — 99% Galileo Technologies, LLC — 1%	No
GTA (Hong Kong) Online Sales Limited (in liquidation)	Hong Kong	100%		100	%	Gullivers Luxembourg S.a.r.l.	No
GTA North America, Inc.	Delaware	Auth: 3,000 Issued: 100		100	%	Travelport Inc.	Yes
Gullivers Jersey 1 Limited	Jersey	Auth: 100,000 Issued: 353		100	%	Travelport Inc.	Yes (65%)
Gullivers Jersey 2 Limited	Jersey	Auth: 100,000 Issued: 104		100	%	Travelport (Cayman) Ltd. — 50%; Travelport (Bermuda) Ltd. — 50%	No
Gullivers Jersey 3 Limited	Jersey	Auth: 100,000 Issued: 4		100	%	Travelport (Bermuda) Ltd.	No
Gullivers Luxembourg S.A. R.L	Luxembourg	Auth: 5,000 Issued: 5,000	100%-			Gullivers Jersey 3 Limited	No
Gullivers Services Limited	England and Wales	Auth: 1,000 Issued: 77		100	%	Gullivers Jersey 3 Limited	No
IGT Solutions Private Limited	India	Auth: 17,000,000 Issued: 16,615,000		51	%	Galileo Asia, LLC; Travelport, LP	No
OWW2, LLC	Delaware	100%		100	%	TDS Investor (Luxembourg) S.a.r.l.	Yes
Quantitude United Kingdom Limited (in liquidation)	England	1		100	%	Travelport Inc.	No

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
Southern Cross Distribution Services (NZ) Limited	New Zealand	50,000		100	%	Southern Cross Distribution Systems Pty Ltd	No
Southern Cross Distribution Systems Pty Limited	Australia	15,000,000		100	%	GI Worldwide Holdings CV	No
Sprice Pte Ltd	Singapore	Auth: 38,100,000 Issued: 16,220,000		100	%	Travelport (Bermuda) Ltd.	No
TDS Investor (Luxembourg) S.a.r.1	Luxembourg	Class A-F Total Auth: 1,139,184 or 189,864 each Class A-F Total Issued 1,139,184 or 189,864 each		100	%	Waltonville Limited	Yes
The Galileo Company	England	Ordinary Auth: 240,000,000 Issued: 41,454,423		99	%	GI Worldwide Holdings C.V.	No
Timas Limited	Ireland	Ordinary Auth: 500,000 Issued: 370,000 Ordinary A Auth: 20,000		100	%	Travelport Global Distribution System B.V.	No
		Issued: 20,000
Travel Industries, Inc.	Delaware	1,000		100	%	Travelport Inc.	Yes
Travelport (Bermuda) Ltd.	Bermuda	12,000		100	%	Travelport Limited	Yes
Travelport (Cayman) Ltd.	Cayman	1		100	%	Travelport Limited	Yes
Travelport (Luxembourg) S.a r.l	Luxembourg	Auth: 359,051 Issued: 359,051		100	%	Travelport (Bermuda) Ltd.	No
Travelport Andina SAS	Colombia	Auth: 4,000 Issued: 4,000		100	%	Galileo Latin America, LLC	No
Travelport Argentina S.R.L.	Argentina	Auth: 1,000 Issued: 1,000		100	%	Travelport, LP — 1%, Worldspan South American Holdings LLC — 99%	Yes (65%)
Travelport Bahrain W.L.L.	Bahrain	Auth: 400 Issued: 400		100	%	Galileo Nederland B.V.; Travelport Global Distribution System B.V.	No
Travelport Baltija Sia	Latvia	Auth: 2,000 Issued: 1,000		100	%	Galileo Nederland II B.V.	No
Travelport Belgium N.V.	Belgium	Auth: 61,500 Issued: 1,250		100	%	Galileo France S.a.r.l., The Galileo Company	No
Travelport Brasil Soluções em Viagens Ltda.	Brazil	Auth: 1,800,000 Issued: 1,800,000		100	%	Galileo Latin America, LLC; Travelport (Bermuda) Ltd.	No

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
Travelport Canada Distribution Systems, Inc.	Ontario, Canada	Auth: 1,000 Issued: 1		100	%	Travelport (Luxembourg) S.a.r.l.	No
Travelport Chile Limitada	Chile	Auth: 100 Issued: 100		100	%	Galileo Latin America LLC; Travelport (Bermuda) Ltd.	No
Travelport Cyprus Limited	Cyprus	Auth: 5,000 Issued: 1,000		100	%	Travelport Global Distribution System B.V.	No
Travelport Denmark AS	Denmark	Auth: 3,000,000 Issued: 3,000,000		100	%	Travelport Global Distribution System B.V.	No
Travelport Germany GmbH & Co KG	Germany	Auth: 50,000 Issued: 50,000		100	%	Travelport (Luxembourg) S.a.r.l.; Travelport Travel Germany Verwaltungs GmbH	No
Travelport Global Distribution System B.V.	Netherlands	Auth: 200 Issued: 40		100	%	Travelport Investor (Luxembourg) Partnership S.E.C.S.	No
Travelport Guarantor LLC	Delaware	N/A		100	%	Travelport Limited	No
Travelport Gulf LLC	Oman	Auth: 150,000 Issued: 150,000		100	%	Travelport International Services, Inc.; Worldspan Technologies, Inc.	Yes (65%)
Travelport Hellas Ypiresies Diethnon Taxiodiotikon pliroforien Monoprosepi Etakeia	Greece	Auth: 983 Issued: 983		100	%	Travelport Services Limited	No
Travelport Holdings, Inc.	Delaware	Auth: 1,000 Issued: 100		100	%	Travelport LLC	Yes
Travelport Holdings, LLC	Delaware	Auth: 100 Issued: 100		100	%	Worldspan Technologies, Inc.	Yes
Travelport Hungary Kft	Hungary	Auth: 1 Issued: 1		100	%	Travelport Global Distribution System B.V.	No

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
Travelport Inc.	Delaware	Auth: 1,000 Issued: 100		100	%	Travelport LLC	Yes
Travelport International Limited	England	Auth: 600,000 Issued: 440,000		100	%	Travelport (Luxembourg) S.a r.l	No
Travelport International Services, Inc.	Delaware	5,000		100	%	Travelport Inc.	Yes
Travelport Investor (Luxembourg) Partnership S.E.C.S.	Luxembourg	Auth: 50 Issued: 50		100	%	Travelport Investor (Luxembourg) S.a.r.l.; Travelport, LP	No
Travelport Investor (Luxembourg) Partnership S.E.C.S. Schaffhausen Branch	Switzerland	N/A		100	%	Travelport Investor (Luxembourg) Partnership S.E.C.S.	No
Travelport Investor (Luxembourg) S.a r.l	Luxembourg	Class A-F Total Auth: 265,470 or 44,245 each Class A-F Total Issued: 265,470 or 44,245 each		100	%	Travelport (Luxembourg) S.a r.l	No
Travelport Italia S.R.L.	Italy	Auth: Unlimited Issued: 1,000,000		100	%	Travelport (Luxembourg) S.a.r.l.	No
Travelport Lebanon S.A.R.L.	Lebanon	Auth: 500 Issued: 500		100	%	Travelport Global Distribution System B.V.; Galileo Nederland II B.V.; Travelport (Bermuda) Ltd.	No
Travelport LLC	Delaware	Auth: 1,000 Issued: 100		100	%	TDS Investor (Luxembourg) S.a.r.l.	Yes
Travelport Mexico S.A. de C.V.	Mexico	A: 50,000 B: 133,296,938		100	%	Travelport, LP; Outside Counsel	Yes (65%)
Travelport Operations, Inc.	Delaware	Auth: 1,000 Issued: 100		100	%	Travelport Inc.	Yes
Travelport Peru S.R.L.	Peru	Auth: 2,636,510 Issued: 2,636,510		100	%	Worldspan S.A. Holdings II LLC; Worldspan South American Holdings LLC	Yes (65%)
Travelport Poland Sp z.o.o.	Poland	Auth: 40 Issued: 40		100	%	Travelport Services Limited	No

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
Travelport Procurement Limited (in liquidation)	England	Auth: Unlimited Issued: 2		100	%	Travelport Limited	No
Travelport Romania Services S.R.L.	Romania	Auth: 10 Issued: 10		100	%	Travelport Services Limited	No
Travelport Saudi Arabia LLC	Saudi Arabia	Auth: 500,000 Issued: 500,000		100	%	Galileo Portugal Limited; Timas Limited	No
Travelport Services Limited	England	Auth: 1,000 Issued: 2		100	%	Travelport, LP	Yes (65%)
Travelport Southern Africa (Proprietary) Limited	South Africa	Auth: 1,000 Issued: 1		100	%	Travelport Global Distribution System B.V.	No
Travelport Sweden AB	Sweden	Auth: 5,100 Issued: 5,100		100	%	Travelport Luxembourg S.a.r.l.	No
Travelport Switzerland AG	Switzerland	Auth: 2000 Issued: 200		100	%	Travelport Investor (Luxembourg) S.a.r.l.	No
Travelport Taiwan Co. Limited	Taiwan	Auth: 1,000,000 Issued: 100,000		100	%	Southern Cross Distribution Systems Pty. Ltd.	No
Travelport Travel Germany Verwaltungs GmbH	Germany	Auth: 25,000 Issued: 25,000		100	%	Travelport (Luxembourg) S.a.r.l.	No
Travelport United Kingdom Limited (in liquidation)	England	Auth: 1,000 Issued: 2		100	%	Travelport (Luxembourg) S.a r.l	No
Travelport Venezuela, C.V.	Venezuela	Auth: 74 Issued: 74		100	%	Travelport (Luxembourg) S.a r.l	No
Travelport, LP	Delaware	N/A		100	%	99.996% — Travelport Holdings, LLC, .004% — Worldspan LLC	Yes
Travelwire AS	Norway	Auth: 100,000 Issued: 100,000		100	%	Travelport Denmark AS	No
Waltonville Limited	Gibraltar	Auth: 2,100 Issued: 2,100		100	%	Travelport Limited	Yes
WORLDSPAN BBN Holdings, LLC	California	Auth: 100 Issued: 100		100	%	Travelport, LP	Yes
WORLDSPAN Digital Holdings, LLC	Delaware	Auth: 100 Issued: 100		100	%	Travelport, LP	Yes
Worldspan Dutch Holdings B.V.	Netherlands	Auth: 2,000 Issued: 400		100	%	Travelport Services Limited	No

	Jurisdiction of	Issued and
	Incorporation	Outstanding	Percentage
Entity	or Formation	Equity Interests	Owned			Owner(s)	Pledged
Worldspan Hungary Kft. (in liquidation)	Hungary	4,090		100	%	Travelport Services Limited	No
WORLDSPAN IJET HOLDINGS, LLC	Delaware	Auth: 100 Issued: 100		100	%	Travelport, LP	Yes
Worldspan LLC	Delaware	NA.		100	%	Travelport Holdings, LLC	Yes
WORLDSPAN OPENTABLE HOLDINGS, LLC	Georgia	N/A		100	%	Travelport, LP	Yes
WORLDSPAN S.A. HOLDINGS II, L.L.C.	Georgia	N/A		100	%	Travelport, LP	Yes
Worldspan Services Chile Limitada	Chile	5,494,000 units belonging to WASAH 5,500 units belonging to Travelport, LP		100	%	Worldspan South American Holdings LLC; Travelport, LP	Yes (65%)
Worldspan Services Costa Rica, SRL	Costa Rica	10		100	%	Worldspan South American Holdings LLC	Yes (65%)
Worldspan Services Hong Kong Limited (in liquidation)	Hong Kong	Auth: 1,000 Issued: 2		100	%	Travelport Services Limited & Travelport, LP	No
Worldspan Services Singapore Pte Ltd.	Singapore	Auth: 2 Issued: 2		100	%	Travelport (Bermuda) Ltd.	No
WORLDSPAN South American Holdings LLC	Georgia	N/A		100	%	Travelport, LP	Yes
Worldspan StoreMaker Holdings, LLC	Delaware	N/A		100	%	Travelport, LP	Yes
Worldspan Technologies Inc.	Delaware	100 shares		100	%	Travelport Inc.	Yes
Worldspan Viator Holdings, LLC	Delaware	N/A		100	%	Travelport, LP	Yes
WORLDSPAN XOL LLC	Georgia	N/A		100	%	Travelport, LP	Yes
WS Financing Corp.	Delaware	100		100	%	Travelport, LP	Yes

SCHEDULE 7.02(F) — EXISTING INVESTMENTS

Contemplated Investments

None.

Investments in existence as of the Closing Date:

Letters of Credit issued on behalf of Orbitz Worldwide, Inc. from time to time in an aggregate amount not exceeding $75 million.

Name of Subsidiary	Percentage of Ownership	Type of Ownership
Orbitz Worldwide, Inc.	approximately 48%	Stock Ownership
Uniglobe.com Inc.	833,333 shares	Stock ownership
I:FAO Internet Travel Solutions	82,641 shares	Stock ownership
Passkey.com, Inc.	303,030 shares	Stock ownership
Travelprice.com, Inc.	526,778 shares	Stock ownership
SITA, Inc.	3,845,120 shares	Stock Ownership
ET-China Holdings Limited	2,105,489 shares	Stock Ownership
Bay Area Travel, Inc.	140,000 shares	Stock Ownership
Digital Travel.com, Inc.	31,152 Series A Convertible Preferred stock	Stock Ownership
IJet Travel Intelligence, Inc.	7,622 common stock 152,439 Series BP	Stock Ownership
Passkey.com, Inc.	143,939 Series D Convertible stock	Stock Ownership
The Storemaker.com Inc.	5,883 Preferred Stock 233,500 Series B Preferred stock 134,295 Series C Preferred stock	Stock Ownership
The Galileo Company	99%	Stock Ownership
eNett International (Jersey) Limited	60%	Stock Ownership; By Contract
Bastion Surety Limited	90%	Stock Ownership
10Best.com, Inc.	50,000 shares	Stock Ownership

EXHIBIT B TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

EXHIBIT A

[FORM OF]

COMMITTED LOAN NOTICE

To:	UBS AG, Stamford Branch, as Administrative Agent
	677 Washington Boulevard
	Stamford, CT 06901
	Attention: Christopher Gomes

[Date]

Ladies and Gentlemen:

          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from time to time party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower hereby requests (select one):

          o A Borrowing of new Loans

          o A conversion of Loans

          o A continuation of Loans

to be made on the terms set forth below:

(A) Class of Borrowing:¹                     

¹ Extended Dollar Revolving Credit Loans, Non-Extended Dollar Revolving Credit Loans, Extended Alternative Currency Revolving Credit Loans, Non-Extended Alternative Currency Revolving Credit Loans, Extended Tranche B Dollar Term Loans, Non-Extended Tranche B Dollar Term Loans, Extended Euro Term Loans,

(B) Date of Borrowing, conversion or continuation (which is a Business Day):                     

(C) Principal amount:                     

(D) Type of Loan²/Loan to be converted³                     

(E) Interest Period:⁴                     

(F) Currency of Loan:                     

          The above request has been made to the Administrative Agent by telephone at (203) 719-3241.

	Non-Extended Euro Term Loans, Tranche S Term Loans or Non-Extended Synthetic L/C Loans.
2	Specify Eurocurrency Rate Loan or Base Rate Loan. Alternative Currency Revolving Loans, Extended Euro Term Loans and Non-Extended Euro Term Loans must be Eurocurrency Rate Loans.
3	Specify which existing Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans are to be converted.
4	Applicable for Eurocurrency Borrowings/Loans only.

          [The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of this Committed Loan Notice and on the date of the related Credit Extension, the conditions to lending specified in paragraphs (a), (b) and, if applicable, paragraph (d) of Section 4.03 of the Credit Agreement have been satisfied.]⁵

TRAVELPORT LLC, as Borrower,
	by	Name:
		Title:

⁵ Insert bracketed language if the Borrower is requesting a Borrowing of new Loans.

EXHIBIT C TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

EXHIBIT D

[FORM OF]

COMPLIANCE CERTIFICATE

          Reference is made to the Credit Agreement as amended and restated as of September 30, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited (“Holdings”), Waltonville Limited, TDS Investor (Luxembourg) S.À.R.L., the lenders from time to time party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, Lehman Brothers Inc., Citigroup Global Markets Inc. and Deutsche Bank AG New York Branch, as Co-Documentation Agents and UBS Securities LLC, Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC, as Co-Lead Arrangers (capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 6.02 of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, certifies as follows:

1. [Attached hereto as Exhibit [A] is the audited consolidated balance sheet of Holdings and its Subsidiaries as of December 31, 201[ ] and related consolidated statements of income or operations, stockholders’ equity and cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, prepared in accordance with generally accepted auditing standards in the United States and not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.]

2. [Attached hereto as Exhibit [B] is the consolidated balance sheet of Holdings and its Subsidiaries as of [ ] and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail. These fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.]

3. To my knowledge, except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, at no time during the period between [ ] and [ ] (the “Certificate Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances

thereof and any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on Annex A attached hereto.]

4. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Borrower is in compliance with the covenants set forth in Section 7.11 of the Credit Agreement:

Total Leverage Ratio.

Consolidated Total Debt= [     ]
Consolidated EBITDA= [     ]
Actual Ratio= [     ] to 1.0
Required Ratio= [     ] to 1.0

Supporting detail showing the calculation of Consolidated Total Debt is attached hereto as Schedule 1. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 2.

5. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Borrower is in compliance with the covenants set forth in Section 7.12 of the Credit Agreement:

First Lien Leverage Ratio.

Consolidated Total First Lien Debt= [     ]
Consolidated EBITDA= [     ]
Actual Ratio= [     ] to 1.0
Required Ratio= [     ] to 1.0

Supporting detail showing the calculation of Consolidated Total First Lien Debt is attached hereto as Schedule 3. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 2.

6. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Borrower is in compliance with the covenants set forth in Section 7.13 of the Credit Agreement:

Minimum Liquidity.

Minimum Cash= [     ]

Minimum Amount= [     ]

Supporting detail showing the calculation of Minimum Cash is attached hereto as Schedule 4. Supporting detail showing the calculation of the Minimum Amount is attached hereto as Schedule 5.

     IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, has executed this certificate for and on behalf of the Borrower and has caused this certificate to be delivered this                                          day of                     .

TRAVELPORT LLC,
	by	Name:
		Title:

EXHIBIT D TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

EXHIBIT E

[FORM OF]

ASSIGNMENT AND ASSUMPTION

          This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of August 23, 2006, as amended and restated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from time to time party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the other parties thereto, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor (the “Assignor”):
2.	Assignee (the “Assignee”):

(a) Assignee is an Affiliate of: [Name of Lender]

(b) Assignee is an Approved Fund of: [Name of Lender]

3.	Borrower: Travelport LLC
4.	Administrative Agent: UBS AG, Stamford Branch
5.	Assigned Interest:

	Aggregate Amount		Percentage
	of Commitment /	Amount of	Assigned of
	Loans of all	Commitment /	Commitment
Facility	Lenders	Loans Assigned	/ Loans1
Extended Dollar Revolving Credit Facility	$	$	%
Non-Extended Dollar Revolving Credit Facility	$	$	%
Extended Alternative Currency Revolving Credit Facility	[€][£]	[€][£]	%
Non-Extended Alternative Currency Revolving Credit Facility	[€][£]	[€][£]	%
Extended Tranche B Dollar Term Facility	$	$	%
Non-Extended Tranche B Dollar Term Facility	$	$	%
Extended Euro Term Facility	€	€	%
Non-Extended Euro Term Facility	€	€	%
Extended Synthetic L/C Facility2	$	$	%
Non-Extended Synthetic L/C Facility3	$	$	%

1	Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
2	An assignment of all or any portion of a Synthetic L/C Commitment of any Class shall comply with the requirements of Section 10.07(b)(i) of the Credit Agreement.

6. Effective Date:                                         

³ An assignment of all or any portion of a Synthetic L/C Commitment of any Class shall comply with the requirements of Section 10.07(b)(i) of the Credit Agreement.

          The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor,
	by
		Name:
		Title:
For any Person requiring a second signature block:
	by
		Name:
		Title:
[NAME OF ASSIGNEE], as Assignee,
	by
		Name:
		Title:
For any Person requiring a second signature block:
	by
		Name:
		Title:

[Consented to and]⁴ Accepted:

     UBS AG, STAMFORD BRANCH, as Administrative Agent,

by	Name:
	Title:

by	Name:
	Title:

[Consented to:]⁵

     UBS AG, STAMFORD BRANCH, as L/C Issuer,

by	Name:
	Title:

by	Name:
	Title:

4	No consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan or a portion of any Synthetic L/C Facility to another Lender, an Affiliate of a Lender or an Approved Fund.
5	In the case of any assignment under any Revolving Credit Facility, no consent of any Revolving L/C Issuer that is a Principal L/C Issuer shall be required for any assignment to an Agent or an Affiliate of an Agent.

[Consented to:]⁶

     UBS LOAN FINANCE LLC, as Swing Line Lender,

by	Name:
	Title:

by	Name:
	Title:

⁶ In the case of any assignment of any of the Dollar Revolving Credit Facility, the consent of the Swing Line Lender is required.

[Consented to:]⁷

     TRAVELPORT LLC, as Borrower,

by	Name:
	Title:

⁷ No Consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f), or (g) of the Credit Agreement has occurred and is continuing, any assignee.

Annex I

CREDIT AGREEMENT⁸

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other Person of any of their obligations under the Credit Agreement.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on

⁸ Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of August 23, 2006, as amended and restated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited (“Holdings”), Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from time to time party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the other parties thereto.

 

the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 10.15 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

EXHIBIT E TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

Guaranty, as amended and restated

See attached.

EXECUTION VERSION

GUARANTY

among

TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.),
as Holdings

WALTONVILLE LIMITED,
as Intermediate Parent

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent

CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN

and

UBS AG, STAMFORD BRANCH,
as Administrative Agent

dated as of

August 23, 2006

as amended and restated as of September 30, 2011

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Credit Agreement		3
SECTION 1.02. Other Defined Terms		4
ARTICLE II
Guaranty
SECTION 2.01. Guaranty		4
SECTION 2.02. Guaranty of Payment		5
SECTION 2.03. No Limitations		5
SECTION 2.04. Reinstatement		6
SECTION 2.05. Agreement To Pay; Subrogation		6
SECTION 2.06. Information		6
ARTICLE III
Indemnity, Subrogation and Subordination
SECTION 3.01. Indemnity and Subrogation		6
SECTION 3.02. Contribution and Subrogation		7
SECTION 3.03. Subordination		7
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices		7
SECTION 4.02. Waivers; Amendment		7
SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification		8
SECTION 4.04. Successors and Assigns		9
SECTION 4.05. Survival of Agreement		9
SECTION 4.06. Counterparts; Effectiveness; Several Agreement		9
SECTION 4.07. Severability		9
SECTION 4.08. Right of Set-Off		10
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process		10
SECTION 4.10. WAIVER OF JURY TRIAL		11
SECTION 4.11. Headings		11

	Page
SECTION 4.12. Security Interest Absolute		11
SECTION 4.13. Termination or Release		11
SECTION 4.14. Additional Restricted Subsidiaries		12

Schedules
Schedule I	Subsidiary Parties
Exhibits
Exhibit I	Form of Guaranty Supplement

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          GUARANTY dated as of August 23, 2006 among (the “Original Guaranty”), as amended and restated as of September 30, 2011, TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.) (“Holdings”), WALTONVILLE LIMITED (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Subsidiaries of Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent.

          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010 (as heretofore amended, the “Existing Credit Agreement”), among TDS INVESTOR CORPORATION (“Borrower”), Holdings, Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and each lender from time to time party thereto (the “Existing Lenders”). The Existing Lenders extended credit to the Borrower subject to the terms and conditions set forth in the Existing Credit Agreement.

          Reference is further made to the Existing Credit Agreement, as further amended and restated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, the Administrative Agent and the lenders party thereto (collectively, the “Lenders” and individually, a “Lender”).

The obligations of the Existing Lenders to extend credit pursuant to the Existing Credit Agreement were conditioned upon, among other things, the execution and delivery of the Original Guaranty. The obligations of the Lenders to extend credit pursuant to the Credit Agreement are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Credit Agreement.

          (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.

          (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

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

          “Administrative Agent” means UBS AG, Stamford Branch, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

          “Agreement” means this Guaranty.

          “Claiming Party” has the meaning assigned to such term in Section 3.02.

          “Contributing Party” has the meaning assigned to such term in Section 3.02.

          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Existing Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Existing Lenders” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Guaranty Supplement” means an instrument in the form of Exhibit I hereto.

          “Guarantor” means each of Holdings and each Subsidiary Party.

          “Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Original Guaranty” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

ARTICLE II

Guaranty

          SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees (and confirms its original guarantee under the Original Guaranty), jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Secured Parties, the due and punctual payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in

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whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

          SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person.

          SECTION 2.03. No Limitations.

          (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

          (b) Except for termination of a Guarantor’s obligations hereunder as expressly permitted in Section 4.13, to the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election,

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foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

          SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

          SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

          SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Indemnity, Subrogation and Subordination

          SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full

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amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

          SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

          SECTION 3.03. Subordination.

          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

          (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE IV

Miscellaneous

          SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

          SECTION 4.02. Waivers; Amendment.

          (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall

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operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

          SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification.

          (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

          (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or

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provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor.

          SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

          SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

          SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

          SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The

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particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

          SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process.

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

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

          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section

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4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

          SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

          SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) subject to the terms of Section 4.13, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.

          SECTION 4.13. Termination or Release.

          (a) This Agreement and the Guaranties made herein shall terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

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          (b) Any Guarantor shall be automatically released from its obligations under this Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Credit Agreement or, if such Guarantor was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement);

          (c) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

          (d) In connection with any termination or release pursuant to paragraph (a), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent.

          SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

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

TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
	Name: Rochelle J. Boas
	Title: Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas Name: Rochelle J. Boas
	Title: Director
TDS INVESTOR (LUXEMBOURG) S.A.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland Name: John Sutherland Title: Manager

TRAVELPORT INC. GALILEO TECHNOLOGIES LLC GTA NORTH AMERICA, INC. OWW2, LLC TRAVEL INDUSTRIES, INC. TRAVELPORT HOLDINGS, INC. TRAVELPORT HOLDINGS, LLC TRAVELPORT INTERNATIONAL SERVICES, INC. TRAVELPORT OPERATIONS, INC. WORLDSPAN LLC WORLDSPAN BBN HOLDINGS, LLC WORLDSPAN DIGITAL HOLDINGS, LLC WORLDSPAN IJET HOLDINGS, LLC WORLDSPAN OPENTABLE HOLDINGS, LLC WORLDSPAN S.A. HOLDINGS II, L.L.C. WORLDSPAN SOUTH AMERICAN HOLDINGS LLC WORLDSPAN STOREMAKER HOLDINGS, LLC WORLDSPAN TECHNOLOGIES INC. WORLDSPAN VIATOR HOLDINGS, LLC WORLDSPAN XOL LLC WS FINANCING CORP.
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary

TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas Name: Rochelle J. Boas
	Title: Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner

     IN WITNESS WHEREOF, for the purposes of Section 3.01 and 4.03 only, the undersigned has executed this Guaranty as of the date first written above.

TRAVELPORT LLC,

as Borrower,

By: Rochelle J. Boas

Name: Rochelle J. Boas

Title: Authorized Person

UBS AG, STAMFORD BRANCH,
as Collateral Agent,
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Titile:	Associate Director
	Banking Products Services. US
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Titile:	Associate Director
	Banking Products Services. US

Schedule I to
the Guaranty

SUBSIDIARY PARTIES

	Jurisdiction of
Name of Subsidiary Party	Formation
Galileo Technologies LLC	Delaware
Gta North America, Inc.	Delaware
OWW2, LLC	Delaware
TDS Investor (Luxembourg) S.a.r.l.	Luxembourg
Travel Industries, Inc.	Delaware
Travelport Holdings, Inc.	Delaware
Travelport Holdings, LLC	Delaware
Travelport Inc.	Delaware
Travelport International Services, Inc.	Delaware
Travelport Operations, Inc.	Delaware
Travelport, LP	Delaware
Waltonville Limited	Gibraltar
WORLDSPAN BBN Holdings, LLC	California
WORLDSPAN Digital Holdings, LLC	Delaware
Worldspan iJet Holdings, LLC	Delaware
Worldspan LLC	Delaware
Worldspan OpenTable Holdings, LLC	Georgia
WORLDSPAN S.A. HOLDINGS II, L.L.C.	Georgia
WORLDSPAN South American Holdings, LLC	Georgia
Worldspan StoreMaker Holdings, LLC	Delaware
Worldspan Technologies Inc.	Delaware
Worldspan Viator Holdings, LLC	Delaware
Worldspan XOL LLC	Georgia
WS Financing Corp.	Delaware

Exhibit I to the
Guaranty Agreement

SUBSIDIARY PARTIES

     SUPPLEMENT NO. __ dated as of [•], to the Guaranty dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TDS INVESTOR (BERMUDA) LTD. (“Holdings”), WALTONVILLE LIMITED (“Intermediate Parent”), the Subsidiaries of Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent.

     A. Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010, as further amended and restated as of September 30, 2011 (the “Credit Agreement”), among TDS INVESTOR CORPORATION (the “Borrower”), Holdings, Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers.

     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guaranty referred to therein.

     C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 4.14 of the Guaranty provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Guaranty in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

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

     SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty

applicable to it as a Subsidiary Party and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Guaranty is hereby incorporated herein by reference.

     SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

     SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

     SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.

     SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

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

[NAME OF NEW SUBSIDIARY],

By:

Name:

Title:

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Exhibit I to the
Guaranty Agreement

UBS AG, STAMFORD BRANCH,
     as Administrative Agent,

By:

Name:

Title:

EXHIBIT F TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

Security Agreement, as amended and restated

See attached.

EXECUTION VERSION

SECURITY AGREEMENT

among

TRAVELPORT LLC (f/k/a TDS INVESTOR CORPORATION),
as Borrower

TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.),
as Holdings

WALTONVILLE LIMITED,
as Intermediate Parent

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

CERTAIN SUBSIDIARIES OF HOLDINGS
IDENTIFIED HEREIN

and

UBS AG, STAMFORD BRANCH,
as Collateral Agent

dated as of

August 23, 2006

as amended and restated as of September 30, 2011

TABLE OF CONTENTS

		Page
ARTICLE I Definitions
SECTION 1.01	Credit Agreement		1
SECTION 1.02	Other Defined Terms		2
ARTICLE II Pledge of Securities
SECTION 2.01	Pledge		5
SECTION 2.02	Delivery of the Pledged Collateral		6
SECTION 2.03	Representations, Warranties and Covenants		7
SECTION 2.04	Certification of Limited Liability Company and Limited Partnership Interests		8
SECTION 2.05	Registration in Nominee Name; Denominations		8
SECTION 2.06	Voting Rights; Dividends and Interest		8
ARTICLE III Security Interests in Personal Property
SECTION 3.01	Security Interest		10
SECTION 3.02	Representations and Warranties		13
SECTION 3.03	Covenants		15
SECTION 3.04	Other Actions		17
ARTICLE IV Remedies
SECTION 4.01	Remedies Upon Default		20
SECTION 4.02	Application of Proceeds		22
ARTICLE V Indemnity, Subrogation and Subordination

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		Page
SECTION 5.01	Indemnity		22
SECTION 5.02	Contribution and Subrogation		23
SECTION 5.03	Subordination		23
ARTICLE VI Miscellaneous
SECTION 6.01	Notices		23
SECTION 6.02	Waivers; Amendment		23
SECTION 6.03	Collateral Agent’s Fees and Expenses;		24
SECTION 6.04	Successors and Assigns		25
SECTION 6.05	Survival of Agreement		25
SECTION 6.06	Counterparts; Effectiveness; Several Agreement		25
SECTION 6.07	Severability		26
SECTION 6.08	Right of Set-Off		26
SECTION 6.09	Governing Law; Jurisdiction; Consent to Service of Process		26
SECTION 6.10	WAIVER OF JURY TRIAL		27
SECTION 6.11	Headings		27
SECTION 6.12	Security Interest Absolute		28
SECTION 6.13	Termination or Release		28
SECTION 6.14	Additional Restricted Subsidiaries		29
SECTION 6.15	Collateral Agent Appointed Attorney-in-Fact		29
SECTION 6.16	General Authority of the Collateral Agent		30

Schedules

Schedule I	Subsidiary Parties
Schedule II	Pledged Equity; Pledged Debt
Schedule III	Commercial Tort Claims
Schedule IV	Permitted Subsidiary Dispositions and Liquidations
Schedule V	100% Pledged Foreign Subsidiaries
Schedule VI	Deposit Accounts; Securities Accounts
Schedule VII	Domestic Grantors

Exhibits

Exhibit I	Form of Security Agreement Supplement
Exhibit II	Form of Perfection Certificate

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          SECURITY AGREEMENT dated as of August 23, 2006 among (the “Original Security Agreement”), as amended and restated as of September 30, 2011, TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.), a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC (f/k/a TDS INVESTOR CORPORATION), a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Subsidiaries of Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as collateral agent pursuant to the Credit Agreement (as defined below) for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).

          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010 (as heretofore amended, the “Existing Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and each lender from time to time party thereto (the “Existing Lenders”). The Existing Lenders extended credit to the Borrower subject to the terms and conditions set forth in the Existing Credit Agreement.

          Reference is further made to the Existing Credit Agreement, as further amended and restated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, the Administrative Agent and the lenders party thereto (collectively, the “Lenders” and individually, a “Lender”).

          The obligations of the Existing Lenders to extend credit pursuant to the Existing Credit Agreement were conditioned upon, among other things, the execution and delivery of the Original Security Agreement. The obligations of the Lenders to extend credit pursuant to the Credit Agreement are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

          SECTION 1.01 Credit Agreement.

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     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

     (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

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

          “Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

          “Accounts” has the meaning specified in Article 9 of the New York UCC.

          “Agreement” means this Security Agreement dated as of August 23, 2006, as amended and restated as of September 30, 2011.

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

          “Claiming Party” has the meaning assigned to such term in Section 5.02.

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

          “Contributing Party” has the meaning assigned to such term in Section 5.02.

          “Control” shall mean in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC.

          “Control Notice” has the meaning assigned to such term in Section 3.04(c)(i).

          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Deposit Accounts” means, collectively, with respect to each Grantor, all “deposit accounts” (as such term is defined in the UCC) located in the United States or any of its States or territories.

          “Deposit Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors, the Collateral Agent, the applicable bank (with respect to a Deposit Account) and, if applicable, the Second Priority Collateral Agent (as defined in the Intercreditor Agreement).

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          “Domestic Grantors” means, collectively, Holdings, the Borrower and each Grantor identified on Schedule VII hereto.

          “Excluded Accounts” means (i) each Deposit Account the funds in which are specially and exclusively used for payroll, payroll taxes and other employee wage benefit payments to or for the benefit of any Loan Party’s employees, (ii) each Deposit Account that holds funds not owned by any Loan Party, (iii) Deposit Accounts or Securities Accounts not located in the United States or any of its States or territories, (iv) tax withholding accounts (to the extent maintained by the Borrower and its Subsidiaries exclusively for the purpose of maintaining or holding tax withholding amounts payable to applicable Governmental Authorities), in each case, entered into in the ordinary course of business and consistent with prudent business conduct, (v) segregated Deposit Accounts constituting zero balance accounts, in each case to the extent such zero balance accounts are swept on a daily basis to a Deposit Account that is subject to a Deposit Account Control Agreement, (vi) the Tranche S Collateral Account and (vii) any Deposit Accounts or Securities Accounts, the average daily balance of which has not, for any period of twenty (20) consecutive Business Days after the Fourth Amendment Restatement Effective Date, exceeded $5,000,000 for any such account.

          “Existing Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Existing Lenders” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Foreign Collateral Agreement” means any Collateral Document that is not governed by the Laws of the United States, any state thereof or the District of Columbia and that creates or purports to create a Lien or other security interest over any Grantor’s right, title and interest in, to and under any assets or property.

          “Foreign Grantor” means any Grantor other than a Domestic Grantor.

          “General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts, provided that General Intangibles shall not include any intellectual property and related assets subject to the Intellectual Property Security Agreement.

          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.

          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

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          “Obligations” has the meaning assigned to such term in the Credit Agreement.

          “Original Security Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower.

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

          “Pledged Debt” has the meaning assigned to such term in Section 2.01.

          “Pledged Equity” has the meaning assigned to such term in Section 2.01.

          “Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

          “Rescission Notice” has the meaning assigned to such term in Section 3.04(c)(i).

          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.

          “Securities Accounts” means, collectively, with respect to each Grantor, all “securities accounts” (as such term is defined in the UCC) located in the United States or any of its States or territories.

          “Securities Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors, the Collateral Agent, the applicable securities intermediary (with respect to a Securities Account) and, if applicable, the Second Priority Collateral Agent (as defined in the Inter-creditor Agreement).

          “Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

          “Security Interest” has the meaning assigned to such term in Section 3.01(a).

          “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

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ARTICLE II

Pledge of Securities

          SECTION 2.01 Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties (and confirms its original collateral arrangement and grant under the Original Security Agreement), a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of Holdings (other than the Foreign Subsidiaries listed on Schedule V which shall have 100% of their issued and outstanding voting Equity Interests pledged in accordance with clause (d) of the definition of Collateral and Guarantee Requirement and any Foreign Subsidiary which shall have its Equity Interests pledged in accordance with clause (j) of the definition of Collateral and Guarantee Requirement), (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Holdings, (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; and (G) Equity Interests of the Subsidiaries listed on Schedule IV; (ii)other than in the case of each Foreign Grantor, (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include (X) the Second Lien Term Loans held by any Grantor, (Y) the Tranche S Collateral Account or any assets of any Grantor credited to the Tranche S Collateral Account or (Z) the Tranche A Intercompany Note until the Permitted Transfer Date (as defined in the Credit Agreement); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in

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clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”); provided that Pledged Collateral shall not include any asset with respect to which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the extent that a Lien and security interest hereunder is not permitted under the law governing such Foreign Collateral Agreement; provided, further, notwithstanding any of the foregoing, the Pledged Equity, in any event, shall include all equity interests described on Schedule II hereto.

          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

          SECTION 2.02 Delivery of the Pledged Collateral.

     (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (x) any uncertificated securities, but only for so long as such securities remain uncertificated and (y) share certificates for the Foreign Subsidiaries listed on Schedule V, so long as such certificates, if any, are delivered within 30 days after the Closing Date) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.

     (b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of the Dollar Amount of $5,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.

     (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

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          SECTION 2.03 Representations, Warranties and Covenants. Holdings and the Borrower jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

     (a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guaranty Requirement;

     (b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof;

     (c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and transfers or other transactions permitted under the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;

     (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally and except as described on Schedule II hereto or in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

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     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

     (f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

     (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

     (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

          SECTION 2.04 Certification of Limited Liability Company and Limited Partnership Interests. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall be delivered to the Collateral Agent.

          SECTION 2.05 Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

          SECTION 2.06 Voting Rights; Dividends and Interest.

     (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:

     (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement

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and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

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

     (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

     (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral

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Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

     (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.

     (d) Any notice given by the Collateral Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

          SECTION 3.01 Security Interest.

     (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Domestic Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit

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of the Secured Parties (and confirms its original collateral arrangement and grant under the Original Security Agreement), a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Domestic Grantor or in which such Domestic Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

     (i) all Property;

     (ii) all Accounts;

     (iii) all Chattel Paper;

     (iv) all Commercial Tort Claims listed on Schedule III hereto;

     (v) all Deposit Accounts;

     (vi) all Documents;

     (vii) all Equipment;

     (viii) all General Intangibles;

     (ix) all Instruments;

     (x) all Inventory;

     (xi) all Investment Property;

     (xii) all books and records pertaining to the Article 9 Collateral; and

     (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (C) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of Holdings (other than the Foreign Subsidiaries listed on Schedule V which

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shall have 100% of their issued and outstanding voting Equity Interests pledged in accordance with clause (d) of the definition of Collateral and Guarantee Requirement and any Foreign Subsidiary which shall have its Equity Interests pledged in accordance with clause (j) of the definition of Collateral and Guarantee Requirement), (D) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (E) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code; (F) Equity Interests of any Subsidiary of a Foreign Subsidiary, (G) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower, (H) Equity Interests of the Subsidiaries listed on Schedule IV, (I) the Tranche S Collateral Account or any assets of any Grantor credited to the Tranche S Collateral Account, (J) the Second Lien Term Loans held by any Grantor, (K) the Tranche A Intercompany Note until the Permitted Transfer Date (as defined in the Credit Agreement) or (L) any asset with respect to which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the extent that a Lien and security interest hereunder is not permitted under the law governing such Foreign Collateral Agreement. Each Domestic Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.

     (b) Each Domestic Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto or continuation statements without the signature of the Domestic Grantor in respect thereof that (i) indicate the Collateral as “all assets whether now owned or hereafter acquired” of such Domestic Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Domestic

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Grantor is an organization, the type of organization and any organizational identification number issued to such Domestic Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Domestic Grantor agrees to provide such information to the Collateral Agent promptly upon request.

     (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

          SECTION 3.02 Representations and Warranties. Holdings and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured Parties that:

     (a) Each Domestic Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

     (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction or by filing with the United States Patent and Trademark Office or the United States Copyright Office, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

     (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and

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(ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction. The Security Interest (to the extent such Security Interest can be perfected by making the filings and recordations described in the immediately preceding sentence) is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

     (d) The Article 9 Collateral is owned by the Domestic Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Domestic Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Domestic Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

     (e) With respect to any Collateral consisting of a Deposit Account (other than any Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the applicable bank and the Collateral Agent of a Deposit Account Control Agreement with respect to such Collateral, the Collateral Agent shall have a perfected security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such Domestic Grantor has neither opened nor maintains any Deposit Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination of this Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any Deposit Account to any person other than the Collateral Agent or the Second Priority Collateral Agent or pursuant to the Second Lien Debt Documents or any Permitted Refinancing Documentation evidencing a Permitted Refinancing of the Second Lien Term Loans.

     (f) With respect to any Collateral consisting of a Securities Account (other than any Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the applicable Securities Intermediary and the Collateral Agent of a Securities Account Control Agreement with respect to such Collateral, the Collateral Agent shall have a perfected security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such Domestic

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Grantor has neither opened nor maintains any Securities Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination of this Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any Securities Account to any Person other than the Collateral Agent or the Second Priority Collateral Agent or pursuant to the Second Lien Debt Documents or any Permitted Refinancing Documentation evidencing a Permitted Refinancing of the Second Lien Term Loans.

     (g) Schedule III sets forth Commercial Tort Claims held by any Grantor with a value in excess of $5,000,000.

          SECTION 3.03 Covenants.

     (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

     (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

     (c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f), 2(b), 8(a) and 8(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c) and certifying that all UCC financing statements and other appropriate filings, recordings or registrations have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the Security Interests and Liens under this Agreement (in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction) and the Intellectual Property Security Agreement (to the extent required thereby) for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

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     (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

     (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

     (f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $5,000,000, to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

     (g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify

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and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

     (h) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with a value in excess of $5,000,000, such Grantor shall promptly notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement pursuant to a document in form and substance reasonably satisfactory to the Collateral Agent.

     (i) The Borrower shall deliver to the Collateral Agent, as soon as practicable and in any event within 30 days of the Closing Date, share certificates, if any, for the Foreign Subsidiaries listed on Schedule V, together with stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and such other instruments and documents as the Collateral Agent may reasonably request.

          SECTION 3.04 Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

     (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount in excess of $5,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

     (b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or

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commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

     (c) Control Agreements.

     (i) Within one hundred and twenty (120) days after the Fourth Amendment and Restatement Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent, each applicable Domestic Grantor (other than Holdings) shall enter into, and shall cause the relevant bank(s) to enter into, a Deposit Account Control Agreement with respect to each of the Deposit Accounts (other than Excluded Accounts) listed on Schedule VI or such Domestic Grantors shall have closed such accounts, within one hundred and twenty (120) days of the Fourth Amendment and Restatement Effective Date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion). No Domestic Grantor (other than Holdings) shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) the applicable Domestic Grantor shall have given the Collateral Agent two (2) Business Days (or such shorter period as may be agreed to by the Collateral Agent in writing in its discretion) prior written notice of its intention to establish such new Deposit Account with a bank, and (2) such bank and such Domestic Grantor shall have (or promptly thereafter, but in any event, within 30 days from such date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion)) duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Collateral Agent shall not give any instructions directing the disposition of funds (a

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“Control Notice”) from time to time credited to any Deposit Account or withhold any withdrawal rights from such Domestic Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. To the extent permitted by the terms of the applicable Deposit Account Control Agreement, the Collateral Agent agrees to reasonably promptly (but in any event, within five Business Days after receipt of written request from the applicable Grantor) rescind a Control Notice (notice of such rescission, a “Rescission Notice”) if such Event of Default upon which a Control Notice was issued has been cured (as determined by the Collateral Agent) or waived in accordance with the terms of the Credit Agreement and no other Event of Default has occurred and is continuing or is reasonably expected to occur on or immediately after the date of such Rescission Notice.

     (ii) Within one hundred and twenty (120) days after the Fourth Amendment and Restatement Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent, each applicable Domestic Grantor (other than Holdings) shall enter into, and shall cause the relevant Securities Intermediary, or Securities Intermediaries, to enter into, a Securities Account Control Agreement with respect to each of the Securities Accounts (other than Excluded Accounts) listed on Schedule VI or such Domestic Grantors shall have closed such accounts, within one hundred and twenty (120) days of the Fourth Amendment and Restated Effective Date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion). No Domestic Grantor (other than Holdings) shall hereafter establish and maintain any Securities Account (other than any Excluded Account) unless (1) the applicable Domestic Grantor shall have given the Collateral Agent two (2) Business Days (or such shorter period as may be agreed to by the Collateral Agent in writing in its discretion) prior written notice of its intention to establish such new Securities Account with a Securities Intermediary, and (2) such Securities Intermediary and such Domestic Grantor shall have (or promptly thereafter, but in any event, within 30 days from such date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion)) duly executed and delivered to the Collateral Agent a Securities Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Securities Account. The Collateral Agent shall not give a Control Notice or withhold any withdrawal rights from such Domestic Grantor with respect to funds from time to time credited to any Securities Account unless an Event of Default has occurred and is continuing. To the extent permitted by the terms of the applicable Deposit Account Control Agreement, the Collateral Agent agrees to reasonably promptly (but in any event, within five Business Days after receipt of written request from the applicable Grantor) rescind a Control Notice if such Event of Default upon which a Control Notice was issued has been cured (as determined by the Collateral Agent) or waived in accordance with the terms of the Credit Agreement and no other Event of Default has occurred and is continuing or is reasonably expected to occur on or immediately after the date of such Rescission Notice.

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ARTICLE IV

Remedies

          SECTION 4.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as

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the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

          Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto. All sums disbursed by

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the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

          SECTION 4.02 Application of Proceeds.

     (a) The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement as of the Closing Date.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

     (b) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

ARTICLE V

Indemnity, Subrogation and Subordination

          SECTION 5.01 Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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          SECTION 5.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

          SECTION 5.03 Subordination.

     (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

     (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VI

Miscellaneous

          SECTION 6.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

          SECTION 6.02 Waivers; Amendment.

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     (a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

          SECTION 6.03 Collateral Agent’s Fees and Expenses;.

     (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

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     (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.

          SECTION 6.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

          SECTION 6.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

          SECTION 6.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be

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void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

          SECTION 6.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 6.08 Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

          SECTION 6.09 Governing Law; Jurisdiction; Consent to Service of Process.

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

     (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the

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

     (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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

          SECTION 6.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

          SECTION 6.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and

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are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

          SECTION 6.12 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) subject to the terms of Section 6.13, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

          SECTION 6.13 Termination or Release.

     (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

     (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; and provided further that no such release shall occur if such Subsidiary Party continues to be a guarantor in respect of the Credit Agreement, High Yield Notes, 2016 Senior Notes or any Junior Financing and (ii) if such Security Interest was required solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and such Security Interest is no longer required to be provided pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement).

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     (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

     (d) Any Subsidiary party shall be automatically released from its obligations under this Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Credit Agreement or, if such Subsidiary Party was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement).

     (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 6.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.

          SECTION 6.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

          SECTION 6.15 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand,

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collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

          SECTION 6.16 General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

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

TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Authorized Person
TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Director
TDS INVESTOR (LUXEMBOURG) S.A.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland
	Name:	John Sutherland
	Title:	Manager

 

TRAVELPORT INC. GALILEO TECHNOLOGIES LLC GTA NORTH AMERICA, INC. OWW2, LLC TRAVEL INDUSTRIES, INC. TRAVELPORT HOLDINGS, INC. TRAVELPORT HOLDINGS, LLC TRAVELPORT INTERNATIONAL SERVICES, INC. TRAVELPORT OPERATIONS, INC. WORLDSPAN LLC WORLDSPAN BBN HOLDINGS, LLC WORLDSPAN DIGITAL HOLDINGS, LLC WORLDSPAN IJET HOLDINGS, LLC WORLDSPAN OPENTABLE HOLDINGS, LLC WORLDSPAN S.A. HOLDINGS II, L.L.C. WORLDSPAN SOUTH AMERICAN HOLDINGS LLC WORLDSPAN STOREMAKER HOLDINGS, LLC WORLDSPAN TECHNOLOGIES INC. WORLDSPAN VIATOR HOLDINGS, LLC WORLDSPAN XOL LLC WS FINANCING CORP.
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary
TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner

 

UBS AG, STAMFORD BRANCH, as Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US

Schedule I to the
First Lien Security Agreement

SUBSIDIARY PARTIES

Name of Subsidiary Party

Galileo Technologies LLC

Gta North America, Inc.

OWW2, LLC

TDS Investor (Luxembourg) S.a.r.l.

Travel Industries, Inc.

Travelport Holdings, Inc.

Travelport Holdings, LLC

Travelport Inc.

Travelport International Services, Inc.

Travelport Operations, Inc.

Travelport, LP

Waltonville Limited

WORLDSPAN BBN Holdings, LLC

WORLDSPAN Digital Holdings, LLC

WORLDSPAN IJET HOLDINGS, LLC

Worldspan LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN South American Holdings LLC

Worldspan StoreMaker Holdings, LLC

Worldspan Technologies Inc.

Worldspan Viator Holdings, LLC

Worldspan XOL LLC

WS Financing Corp.

Schedule I-1

Schedule II to the
First Lien Security Agreement

EQUITY INTERESTS

	Number of	Registered	Number and Class	Percentage of
Entity	Certificate	Owner(s)	Equity Interests	Equity Interests
Bastion Surety Limited		Travelport Inc.	Auth: 900 Issued: 900		65	%
Covia Canada Partnership Corp.	11	Travelport Inc.	100		65	%
Galileo International B.V.		Travelport Limited	Auth: 900 Issued: 182		100	%
Galileo Technologies LLC	5	Travelport Inc.	Auth: 1,000 Issued: 100		100	%
GI Worldwide Holdings C.V.		Galileo Technologies LLC — 10%, Travelport Inc. — 90%	N/A		65	%
Gta North America, Inc.	4	Travelport Inc.	Auth: 3,000 Issued: 100		100	%
Gullivers Jersey 1 Limited	3	Travelport Inc.	Auth: 100,000 Issued: 353		65	%
OWW2, LLC	6	TDS Investor (Luxembourg) S.a.r.l.	100%		100	%
TDS Investor (Luxembourg) S.a.r.1		Waltonville Limited	Class A-F Total Auth: 1,139,184 or 189,864 each Class A-F Total Issued 1,139,184 or 189,864 each		100	%
Travel Industries, Inc.	2	Travelport Inc.	1,000		100	%
Travelport (Bermuda) Ltd.	2	Travelport Limited	12,000		100	%
Travelport (Cayman) Ltd.		Travelport Limited	1		100	%
Travelport Argentina S.R.L.		Travelport, LP — 1%, Worldspan South American Holdings LLC — 99%	Auth: 1,000 Issued: 1,000		65	%
Travelport Guarantor LLC		Travelport Limited	N/A		100	%
Travelport Gulf LLC		Travelport International Services, Inc.; Worldspan Technologies, Inc.	Auth: 150,000 Issued: 150,000		65	%
Travelport Holdings, Inc.	1	Travelport LLC	Auth: 1,000 Issued: 100		100	%

Schedule II-1

	Number of	Registered	Number and Class	Percentage of
Entity	Certificate	Owner(s)	Equity Interests	Equity Interests
Travelport Holdings, LLC		Worldspan Technologies, Inc.	Auth: 100 Issued: 100		100	%
Travelport Inc.	4	Travelport LLC	Auth: 1,000 Issued: 100		100	%
Travelport International Services, Inc.	2	Travelport Inc.	5,000		100	%
Travelport LLC	4	TDS Investor (Luxembourg) S.a.r.l.	Auth: 1,000 Issued: 100		100	%
Travelport Mexico S.A. de C.V.		Travelport, LP; Outside Counsel	A: 50,000 B: 133,296,938		65	%
Travelport Operations, Inc.	4	Travelport Inc.	Auth: 1,000 Issued: 100		100	%
Travelport Peru S.R.L.		Worldspan S.A. Holdings II LLC; Worldspan South American Holdings LLC	Auth: 2,636,510 Issued: 2,636,510		65	%
Travelport Services Limited		Travelport, LP	Auth: 1,000 Issued: 2		65	%
Travelport, LP	5 — Travelport Holdings, LLC 6 — Worldspan LLC	99.996% — Travelport Holdings, LLC,         .004% — Worldspan LLC	N/A		100	%
Waltonville Limited	2	Travelport Limited	Auth: 2,100 Issued: 2,100		100	%
WORLDSPAN BBN Holdings, LLC		Travelport, LP	Auth: 100 Issued: 100		100	%
WORLDSPAN Digital Holdings, LLC		Travelport, LP	Auth: 100 Issued: 100		100	%
WORLDSPAN IJET HOLDINGS, LLC		Travelport, LP	Auth: 100 Issued: 100		100	%
Worldspan LLC	2	Travelport Holdings, LLC	NA.		100	%
WORLDSPAN OPENTABLE HOLDINGS, LLC		Travelport, LP	N/A		100	%
WORLDSPAN S.A. HOLDINGS II, L.L.C.		Travelport, LP	N/A		100	%
Worldspan Services Chile Limitada		Worldspan South American Holdings LLC; Travelport, LP	5,494,000 units belonging to WASAH 5,500 units belonging to Travelport, LP		65	%

Schedule II-2

	Number of	Registered	Number and Class	Percentage of
Entity	Certificate	Owner(s)	Equity Interests	Equity Interests
Worldspan Services Costa Rica, SRL	1	Worldspan South American Holdings LLC	10		65	%
WORLDSPAN South American Holdings LLC		Travelport, LP	N/A		100	%
Worldspan StoreMaker Holdings, LLC		Travelport, LP	N/A		100	%
Worldspan Technologies Inc.	1	Travelport Inc.	100 shares		100	%
Worldspan Viator Holdings, LLC		Travelport, LP	N/A		100	%
WORLDSPAN XOL LLC		Travelport, LP	N/A		100	%
WS Financing Corp.	1	Travelport, LP	100		100	%

DEBT SECURITIES

Issuer	Principal Amount	Date of Note	Maturity Date
Travelport Inc.	$60,000,000	September 10, 2009	March 10, 2020
Travelport (Bermuda) Ltd.	$2,051,415,455	August 23, 2006	N/A
Travelport Investor (Luxembourg) Partnership S.E.C.S.	9,479,663€	March 27, 2009	March 31, 2039
Travelport Inc. (f/k/a B2B Newco, Inc.)	$725,211,331	January 29, 2007	7.5 years from August 23, 2006
Travelport (Luxembourg) S.a.r.l.	$22,493,281	August 23, 2006	N/A
Travelport Limited	$207,500,000	September 30, 2011	December 1, 2016

Schedule II-3

Schedule III to the
First Lien Security Agreement

COMMERCIAL TORT CLAIMS

A claim was brought against the Air Transport Association in ICC arbitration proceedings for unauthorized use of our ticketing data in its “PaxIS” product. The claim is based on breach of contract and breach of Dutch and European law in respect of database rights, claiming approximately $19.5 million in lost revenues. This action is brought in ICC Netherlands where the ICC arbitration tribunal will hear the matter between July 2, 2012 through July 6, 2012.

Schedule III-1

Schedule IV to
the First Lien Security Agreement

PERMITTED SUBSIDIARY DISPOSITIONS AND LIQUIDATIONS

4 Oceans Limited

Quantitude United Kingdom Limited

Travelport Procurement Limited

GTA (Hong Kong) Online Sales Limited

Worldspan Services Hong Kong Limited

Worldspan Hungary Kft.

Schedule IV-1

Schedule V to
the First Lien Security Agreement

100% PLEDGED FOREIGN SUBSIDIARIES

Waltonville Limited

TDS Investor (Luxembourg) S.a.r.l.

Galileo International BV

Travelport (Bermuda) Ltd.

Travelport (Cayman) Ltd.

Schedule V-1

Schedule VI to
the First Lien Security Agreement

DEPOSIT ACCOUNTS

Owner	Type Of Account	Bank	Account Number
Travelport Inc	Demand Deposit Acct	Bank of America		4426474711
Travelport LLC	Demand Deposit Acct	Citibank, NY		30717635

SECURITIES ACCOUNTS

NONE.

Schedule VI-1

Schedule VII to
the First Lien Security Agreement

DOMESTIC GRANTORS

Name of Domestic Grantor

Galileo Technologies LLC

Gta North America, Inc.

OWW2, LLC

Travel Industries, Inc.

Travelport Holdings, Inc.

Travelport Holdings, LLC

Travelport Inc.

Travelport International Services, Inc.

Travelport LLC

Travelport Operations, Inc.

Travelport, LP

WORLDSPAN BBN Holdings, LLC

WORLDSPAN Digital Holdings, LLC

WORLDSPAN IJET HOLDINGS, LLC

Worldspan LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN South American Holdings LLC

Worldspan StoreMaker Holdings, LLC

Worldspan Technologies Inc.

Worldspan Viator Holdings, LLC

Worldspan XOL LLC

WS Financing Corp.

Schedule VII-1

Exhibit I to the
Security Agreement

          SUPPLEMENT NO.                      dated as of [     ], to the Security Agreement dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.) (“Holdings”), TRAVELPORT LLC (f/k/a TDS INVESTOR CORPORATION) (the “Borrower”), WALTONVILLE LIMITED (“Intermediate Parent”), the Subsidiaries of Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as collateral agent pursuant to the Credit Agreement (as defined below) for the Secured Parties (as defined in the Security Agreement) (in such capacity, the “Collateral Agent”).

          A. Reference is made to the Fourth Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010, as further amended and restated as of September 30, 2011 (the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers.

          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security Agreement referred to therein.

          C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

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

          SECTION 1. In accordance with Section 6.14 of the Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the

Exhibit I-1

terms and provisions of the Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary and each reference to a “Domestic Grantor” in the Security Agreement shall be deemed to include any New Subsidiary that is a Domestic Guarantor. The Security Agreement is hereby incorporated herein by reference.

          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement.

          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

          SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such

Exhibit I-2

provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

Exhibit I-3

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

[NAME OF NEW SUBSIDIARY]
By:
	Name:
	Title:
Jurisdiction of Formation: Address of Chief Executive Office: UBS AG, STAMFORD BRANCH as Collateral Agent
By:
	Name:
	Title:

Exhibit I-4

     Schedule I
to the Supplement No __ to the
Security Agreement

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

			Number and
	Number of	Registered	Class of	Percentage
Issuer	Certificate	Owner	Equity Interests	of Equity Interests

DEBT SECURITIES

	Principal
Issuer	Amount	Date of Note	Maturity Date

Schedule I-1

Exhibit II to the
Security Agreement

FORM OF
PERFECTION CERTIFICATE

          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010, as further amended and restated as of September 30, 2011 (the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, UBS AG, Stamford Branch, as Administrative Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Credit Suisse Securities (USA) LLC, as Syndication Agent, Lehman Brothers Inc., J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents and UBS Securities LLC and Credit Suisse Securities (USA) LLC, as Co-Lead Arrangers. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement or Guaranty referred to therein, as applicable.

          The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the Borrower, hereby certify to the Administrative Agent and each other Secured Party as follows:

1. Names. (a) The exact legal name of each Loan Party, as such name appears in its respective certificate of incorporation or formation, is as follows:

(b) Set forth in Schedule 1 is each other legal name, to our knowledge, each Loan Party has had in the past five years, together with the date of the relevant change:

(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Loan Party has changed its identity or corporate structure in any way within the past five years. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation to the extent such information is available to the Borrower.

(d) To our knowledge, Schedule 1 sets forth a list of all other names (including trade names or similar appellations) used by each Loan Party or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years:

(e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Loan Party that is a registered organization:

Exhibit II - 1

(f) Set forth below is the Federal Taxpayer Identification Number of each Loan Party:

2. Current Locations. (a) The chief executive office of each Loan Party is located at the
address set forth opposite its name below:

(b) The jurisdiction of formation of each Loan Party that is a registered organization is set forth opposite its name below:

(c) Set forth below opposite the name of each Loan Party are the names and addresses of all Persons other than such Loan Party that have possession of any Collateral of such Loan Party:

(d) Set forth below is a list of all real property held by each Loan Party, whether owned or leased, the name of the Loan Party that owns or leases such real property, and the fair market value of any such owned or leased real property, to the extent an appraisal exists with respect to any such owned or leased real property, or, in the absence of any such appraisal, the book value of any such owned real property or the current annual rent with respect to any such leased real property:

(e) Set forth below opposite the name of each Loan Party are all the locations where such Loan Party maintains any Collateral and all the places of business where such Loan Party conducts any business that are not identified above:

3. Unusual Transactions. All Accounts have been originated by the applicable Loan Party and all Inventory has been acquired by the applicable Loan Party in the ordinary course of business (other than Accounts acquired in connection with a business acquisition).

4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the proper Uniform Commercial Code filing office in the jurisdiction in which each Loan Party is located and, to the extent any of the Collateral is comprised of fixtures, in the proper local jurisdiction, in each case as set forth with respect to such Loan Party in Section 2 hereof.

5. Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true and correct list of all the issued and outstanding Equity Interests of the Borrower and each Subsidiary and the record and beneficial owners of such Equity Interests. Also set forth on Schedule 5 is each Investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the Equity Interests of the Person in which such Investment was made.

6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all promissory notes and other evidence of Indebtedness held by Holdings, the Borrower and each other Loan Party having a principal amount in excess of $5,000,000 that are required to be pledged under the Security Agreement, including all intercompany notes between Loan Parties.

Exhibit II - 2

7. Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current mortgagor/grantor of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected security interest therein.

8. Intellectual Property. (a) Attached hereto as Schedule 8(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Loan Party’s: (i) Patents and Patent Applications, including the name of the registered owner, type, and registration or application number of each Patent and Patent Application owned by any Loan Party; and (ii) Trademarks and Trademark Applications, including the name of the registered owner, and the registration or application number of each Trademark and Trademark application owned by any Loan Party.

(b) Attached hereto as Schedule 8(B) in proper form for filing with the United States Copyright Office is a schedule setting forth all of each Loan Party’s Copyrights, including the name of the registered owner, title, and the registration number of each Copyright owned by any Loan Party.

Exhibit II - 3

IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first set above.

TDS INVESTOR CORPORATION,
	by:
		Name:
		Title:
	by:
		Name:
		Title:

Perfection Certificate

Schedule 1

		Changes in Identity or
		Corporate Structure in Past
		Five Years (including
	Each Legal Name	Mergers, Consolidations
	in Past Five Years	and Acquisitions, and any	List of all other Names
	(with date of relevant	change in form, nature or	(including Trade Names)
Loan Party	change	jurisdiction)	in Past Five Years

Exhibit II - 5

Schedule 4

Loan Parties Filing Location

Exhibit II - 6

Schedule 5

	Jurisdiction of	Issued and
	Incorporation	Outstanding
Entity	or Formation	Equity Interests	Owner(s)

Investment of 50% or Less Percentage of Ownership

Exhibit II - 7

Schedule 6

Lender Issuer Principal Amount Date of Note Maturity Date

Exhibit II - 8

Schedule 7

Owner Mortgagor Filing Office

Exhibit II - 9

Schedule 8(A)(i)

Trademarks and Trademark Applications

Jurisdiction Trademark: Owner Name: App. No. App. Date Reg. No. Reg. Date

Exhibit II - 10

Schedule 8(A)(ii)

Patents and Published Pending Patent Applications

Jurisdiction Title Inventor(s) Owner Name: App. No. App. Date Patent No. Issue Date

Exhibit II - 11

Schedule 8(B)

Registered Copyrights

Jurisdiction Copyright Owner Name: Reg. No. Reg. Date

Exhibit II - 12

EXHIBIT K TO THE FOURTH
AMENDMENT AND RESTATEMENT
AGREEMENT

Intercreditor Agreement

See attached.

INTERCREDITOR AGREEMENT,

Dated as of

September 30, 2011,

among

UBS AG, STAMFORD BRANCH,
as First Priority Collateral Agent,

UBS AG, STAMFORD BRANCH,
as First Priority Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Second Priority Collateral Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Second Priority Administrative Agent,

TRAVELPORT LLC,
as the Borrower,

TRAVELPORT LIMITED,
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

and

CERTAIN SUBSIDIARIES OF HOLDINGS
IDENTIFIED HEREIN

ii

TABLE OF CONTENTS

	Page
Section 1. Definitions		2
1.1 Defined Terms		2
1.2 Terms Generally		9
Section 2. Lien Priorities		10
2.1 Relative Priorities		10
2.2 Prohibition on Contesting Liens		10
2.3 No New Liens		11
2.4 Nature of First Priority Obligations		11
Section 3. Enforcement		11
3.1 Exercise of Remedies		11
3.2 Cooperation		15
3.3 Notices of Default		15
Section 4. Payments		15
4.1 Application of Proceeds		15
4.2 Payments Over		16
Section 5. Other Agreements		16
5.1 Releases		16
5.2 Insurance		17
5.3 Amendments to Second Priority Documents, etc.		18
5.4 Rights as Unsecured Creditors		20
5.5 Bailee and Agent for Perfection		20
Section 6. Insolvency Proceedings		21
6.1 Finance and Sale Issues		21
6.2 Adequate Protection		22
6.3 No Waiver		23
6.4 Reinstatement		23
6.5 Post-Petition Interest		23
6.6 Separate Grants of Security and Separate Classification		23
6.7 Voting for Plan of Reorganization		24
6.8 X Clause		24
6.9 Determination of Distributions on Account of Lien on Collateral		25
6.10 Plan of Reorganization		25
6.11 Turnover Provisions		25
Section 7. Reliance; Waivers; etc.		26
7.1 Reliance		26
7.2 No Warranties or Liability		26
7.3 No Waiver of Lien Priorities		27
7.4 Obligations Unconditional		29
Section 8. Miscellaneous		29
8.1 Conflicts		29
8.2 Continuing Nature of this Agreement		29

i

	Page
8.3 Amendments; Waivers		29
8.4 Information Concerning Financial Condition of the Obligors and their Subsidiaries		30
8.5 Certain Successors		30
8.6 Application of Payments		30
8.7 Marshalling of Assets		30
8.8 No Purchase Option in Favor of Second Priority Secured Parties		31
8.9 Notices		31
8.10 Further Assurances		31
8.11 Governing Law		31
8.12 Binding on Successors and Assigns; No Third Party Beneficiaries		32
8.13 Specific Performance		32
8.14 Section Titles; Time Periods		32
8.15 Counterparts		32
8.16 Authorization		32
8.17 Effectiveness		32
8.18 Provisions Solely to Define Relative Rights		33
8.19 Exclusive Means of Exercising Rights under this Agreement		33
8.20 Right of First Priority Collateral Agent to Continue		34
8.21 Interpretation		34
8.22 Forum Selection and Consent to Jurisdiction		34
8.23 WAIVER OF RIGHT TO TRIAL BY JURY		34
8.24 Bond Conversion Offer		35
8.25 No Contest		35

ii

INTERCREDITOR AGREEMENT

     This INTERCREDITOR AGREEMENT, dated as of September 30, 2011, is among UBS AG, STAMFORD BRANCH, as collateral agent for the First Priority Secured Parties under the First Priority Documents referenced below (in such capacity, the “First Priority Collateral Agent”), UBS AG, STAMFORD BRANCH, as administrative agent under the First Priority Documents referenced below (in such capacity, the “First Priority Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties under the Second Priority Documents referenced below (in such capacity, the “Second Priority Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Second Priority Documents referenced below (in such capacity, the “Second Priority Administrative Agent”), TRAVELPORT LIMITED, a Bermuda company (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), and the other undersigned Obligors (as hereinafter defined).

W I T N E S S E T H:

     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the First Priority Administrative Agent (as hereinafter defined), the First Priority Collateral Agent, Holdings and the other “Guarantors” specified therein previously entered into a Fourth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of September 30, 2011 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “First Priority Credit Agreement”);

     WHEREAS, the Obligors have granted to the First Priority Collateral Agent, for the benefit of the First Priority Secured Parties, security interests in the Collateral (as hereinafter defined) as security for payment and performance of the First Priority Claims (as hereinafter defined);

     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the Second Priority Administrative Agent (as hereinafter defined), the Second Priority Collateral Agent, Holdings and the other “Guarantors” specified therein are entering into a Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Second Priority Credit Agreement”); and

     WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, security interests in the Collateral as security for payment and performance of the Second Priority Claims (as hereinafter defined).

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Definitions.

     1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms indicated):

     “Agreement” means this Intercreditor Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof.

     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. 101 et seq.).

     “Borrower” is defined in the preamble.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, NY or the state where any of the First Priority Collateral Agent’s, the Second Priority Collateral Agent’s, the First Priority Administrative Agent’s or the Second Priority Administrative Agent’s office for notices pursuant to Section 8.9 is located.

     “Collateral” means any property, real, personal or mixed, of any Obligor in which the First Priority Collateral Agent, any First Priority Secured Party, the Second Priority Collateral Agent or any Second Priority Secured Party has a security interest pursuant to any First Priority Collateral Document or Second Priority Collateral Document, as the case may be; provided that “Collateral” shall not include, for all purposes under this Agreement, the Tranche S Collateral Account (as defined in the First Priority Credit Agreement).

     “Collateral Documents” means the First Priority Collateral Documents and the Second Priority Collateral Documents (and including, for sake of clarity, this Agreement).

     “Comparable Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Priority Collateral Document, the Second Priority Collateral Document that creates a Lien in the same Collateral, granted by the same Obligor, as applicable.

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     “Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are consistent with the provisions of this Agreement.

     “Consummation Date” means “Consummation Date” as defined in the Second Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement.

     “DIP Financing” is defined in Section 6.1.

     “Discharge of First Priority Claims” means, except to the extent otherwise provided in Section 6.4 (a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency Proceeding whether or not such interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness outstanding under the First Priority Documents and, with respect to letters of credit outstanding thereunder, if any, termination thereof or delivery of cash collateral or backstop letters of credit in respect thereof and for the full amount thereof (or such greater amount as may be required under the First Priority Documents) in compliance with such First Priority Documents, in each case after or concurrently with termination of all commitments to extend credit thereunder and (ii) any other First Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case other than obligations that constitute Unasserted Contingent Obligations at the time such principal and interest is paid; and (b) delivery by the First Priority Administrative Agent to the First Priority Collateral Agent (with copies to the Second Priority Administrative Agent and Second Priority Collateral Agent) of a written notice that the Discharge of First Priority Claims has occurred.

     “Discharge of Second Priority Claims” means, except to the extent otherwise provided in Section 6.4 or except to the extent the relevant Indebtedness described below is excluded from the definition of Second Priority Claims, (a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness outstanding under the Second Priority Documents, after or concurrently with termination of all commitments to extend credit thereunder and (ii) any other Second Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case other than obligations that constitute Unasserted Contingent Obligations at the time such principal and interest is paid; and (b) delivery by the Second Priority Administrative Agent to the Second Priority Collateral Agent of a written notice that the Discharge of Second Priority Claims has occurred.

     “First Lien Deficiency Claim” shall mean that portion, if any, of the First Priority Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such determination to be made based upon the value of all of the Collateral securing the First Priority Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the Insolvency Proceeding.

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     “First Priority Administrative Agent” shall include, in addition to the First Priority Administrative Agent defined in the preamble, any successor thereto appointed by the requisite First Priority Secured Parties exercising substantially the same rights and powers.

     “First Priority Claims” means (a) all First Priority Credit Agreement Obligations and (b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any First Priority Document. First Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant First Priority Document whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. For the avoidance of any doubt, First Priority Claims shall include the fees, expenses, disbursements and indemnities of the First Priority Collateral Agent. To the extent any payment with respect to the First Priority Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing, the Second Priority Claims will not constitute First Priority Claims even if any proceeds thereof are used to repay any First Priority Claims.

     “First Priority Collateral Agent” shall include, in addition to the First Priority Collateral Agent defined in the preamble, any successor thereto appointed by the requisite First Priority Secured Parties exercising substantially the same rights and powers.

     “First Priority Collateral Documents” mean collectively, the First Priority Security Agreement, any other “Collateral Document” (as defined in the First Priority Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted to secure (or perfect, preserve or maintain the security of) any First Priority Claim or under which rights or remedies with respect to such Liens are governed.

     “First Priority Credit Agreement” is defined in the first recital; provided that the term “First Priority Credit Agreement” shall (a) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original First Priority Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior First Priority Agreement), and (b) exclude the Second Priority Documents.

     “First Priority Credit Agreement Obligations” means all “Obligations” as defined in the First Priority Credit Agreement and all other Obligations under the First Priority Documents.

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     “First Priority Documents” means the First Priority Credit Agreement, the First Priority Collateral Documents, the other “Loan Documents” (as defined in the First Priority Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any First Priority Claims, and any other related document or instrument executed or delivered pursuant to any of the foregoing at any time or otherwise evidencing any First Priority Claims thereunder, as any such document or instrument may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “First Priority Liens” means all Liens that secure the First Priority Claims.

     “First Priority Secured Parties” means the “Secured Parties” as defined in the First Priority Credit Agreement.

     “First Priority Security Agreement” means the Security Agreement, dated as of August 23, 2006, among Holdings, the Borrower, certain of their affiliates and the First Priority Collateral Agent, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “Holdings” is defined in the preamble.

     “Indebtedness” means “Indebtedness” as defined in the First Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement.

     “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a debtor or with respect to any substantial part of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Obligor.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or

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other title retention agreement, any easement, right of way or other encumbrance on title to real property).

     “Net Cash Proceeds” means “Net Cash Proceeds” as defined in the First Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement.

     “Non-Conforming Plan of Reorganization” any Plan of Reorganization whose provisions are inconsistent with or in contravention of the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Section 2 (including the Lien priorities of Section 2.1), the provisions of Section 4 or the provisions of Section 6.

     “Obligations” means any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, (b) any fees, indemnification obligations, damages, expense reimbursement obligations (including, without limitation, reasonable and documented attorneys’ fees and expenses) or other liabilities payable under the documentation governing any Indebtedness and (c) any obligation to post cash collateral in respect of letters of credit and any other obligations.

     “Obligors” means Holdings, the Borrower and each of their Subsidiaries that is obligated under any First Priority Document or Second Priority Document.

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

     “Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency Proceeding.

     “Recovery” is defined in Section 6.4.

     “Relevant Directing Party” means the following Person(s) who are entitled to provide instructions or directions with respect to the Collateral: (a) until the Discharge of First Priority Claims has occurred, the First Priority Collateral Agent and (b) following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent.

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     “Second Lien Deficiency Claim” shall mean that portion, if any, of the Second Priority Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such determination to be made based upon the value of all of the Collateral securing the Second Priority Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the Insolvency Proceeding.

     “Second Priority Administrative Agent” shall include, in addition to the Second Priority Administrative Agent defined in the preamble, any successor thereto appointed by the requisite Second Priority Secured Parties exercising substantially the same rights and powers, including, without limitation, the trustee under the “Indenture” (as defined in the Second Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement).

     “Second Priority Claims” means (a) all Second Priority Credit Agreement Obligations and (b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any Second Priority Document. Second Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant Second Priority Document whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. For the avoidance of any doubt, Second Priority Claims shall include the fees, expenses, disbursements and indemnities of the Second Priority Collateral Agent. To the extent any payment with respect to the Second Priority Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

     “Second Priority Collateral Agent” shall include, in addition to the Second Priority Collateral Agent defined in the preamble, any successor thereto appointed by the requisite Second Priority Secured Parties exercising substantially the same rights and powers.

     “Second Priority Collateral Documents” mean collectively, the Second Priority Security Agreement, any other “Collateral Document” (as defined in the Second Priority Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted to secure (or perfect, preserve or maintain the security of) any Second Priority Claim or under which rights or remedies with respect to such Liens are governed.

     “Second Priority Credit Agreement” is defined in the third recital; provided that the term “Second Priority Credit Agreement” shall (a) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original Second Priority Credit Agreement or any other credit or other agreement or indenture and whether

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entered into concurrently with or subsequent to the termination of the prior Second Priority Agreement, and including, without limitation, the “Indenture” and the “Conversion Bonds” (each such term as defined in the Second Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement) governed thereby), and (b) exclude the First Priority Documents.

     “Second Priority Credit Agreement Obligations” means all “Obligations” as defined in the Second Priority Credit Agreement and all other Obligations under the Second Priority Documents.

     “Second Priority Documents” means the Second Priority Credit Agreement, the Second Priority Collateral Documents, the other “Loan Documents” (as defined in the Second Priority Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any Second Priority Claims, and any other related document or instrument executed or delivered pursuant to any of the foregoing at any time or otherwise evidencing any Second Priority Claims thereunder, as any such document or instrument may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “Second Priority Liens” means all Liens that secure the Second Priority Claims.

     “Second Priority Secured Parties” means the “Secured Parties” as defined in the Second Priority Credit Agreement.

     “Second Priority Security Agreement” means the Second Lien Security Agreement, dated as of September 30, 2011 among Holdings, the Borrower, certain of their affiliates and the Second Priority Collateral Agent, as the same may be amended, supplemented, amended and restated, replaced or otherwise modified from time to time.

     “Secured Parties” means collectively, the First Priority Secured Parties and the Second Priority Secured Parties.

     “Senior Note Documents” means the (i) Indenture, dated as of August 23, 2006, by and among Travelport LLC, the guarantors listed herein and the Bank of Nova Scotia Trust Company of New York, as amended by Supplemental Indenture No. 1, dated as of January 11, 2007, between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York and Supplemental Indenture No. 2, dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York and (ii) Indenture, dated as of August 18, 2010, by and among Travelport Limited, Travelport LLC, Travelport Inc., the guarantors named therein, and The Bank of Nova Scotia Trust Company of New York.

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     “Senior Note Obligations” means, in connection with any Insolvency Proceeding, the unpaid principal amount, plus any accrued but unpaid interest thereon, of any of the Senior Dollar Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014, 97/8% Senior Dollar Fixed Rate Notes due 2014 and 9% Senior Notes Due 2016 issued under the applicable Senior Note Document as in effect on the date hereof.

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

     “Unasserted Contingent Obligations” shall mean, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (a) the principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (b) contingent reimbursement obligations in respect of amounts that may be drawn under letters of credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

     “Use of Cash Collateral” is defined in Section 6.1.

     1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, document or other writing herein shall be construed as referring to such agreement, document or other writing as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent that such successors and assigns are permitted pursuant to the applicable agreement, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and general intangibles, (f) terms defined in the UCC but not

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otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretation promulgated thereunder and (h) underscored references to Sections or clauses shall refer to those portions of this Agreement, and any underscored references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs.

     Section 2. Lien Priorities.

     2.1 Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Lien granted to the First Priority Collateral Agent, the Second Priority Collateral Agent, any First Priority Secured Party, any Second Priority Secured Party or any other Person on the Collateral (including, in each case, irrespective of whether any such Lien is granted, or secures obligations relating to the period, before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) any provision of the UCC or any other applicable law or the Second Priority Documents, or any defect or deficiency in, or failure to attach or perfect any aspect or portion of any First Priority Lien, to the contrary, (ii) the fact that any First Priority Lien may have been subordinated, voided, avoided, set aside, invalidated or lapsed or (iii) any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Priority Claim or a Second Priority Claim or any holder of such claims, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing any First Priority Claim now or hereafter held by the First Priority Secured Parties shall be senior in priority in all respects to any Lien on the Collateral securing the Second Priority Claims; and (B) any Lien on the Collateral now or hereafter securing any Second Priority Claim regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in priority in all respects to all Liens on the Collateral securing the First Priority Claims. All Liens on the Collateral securing the First Priority Claims shall be and remain first in priority in all respects to all Liens on the Collateral securing the Second Priority Claims for all purposes, whether or not such First Priority Liens are subordinated to any Lien securing any other obligation of any Obligor.

     2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not (and hereby waives any right to) contest or support, directly or indirectly, any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity, perfection or enforceability of (a) the First Priority Claims or any Lien held by the First Priority Secured Parties in the Collateral securing the First Priority Claims or (b) the Second Priority Claims or any Liens by the Second Priority Secured Parties in the Collateral securing the Second Priority Claims, as the case may be.

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     2.3 No New Liens. So long as the Discharge of First Priority Claims has not occurred, the parties hereto agree that no Obligor shall (a) grant or permit any Lien on any asset or property to secure any Second Priority Claim unless it has granted Liens on such asset or property to secure the First Priority Claims; or (b) grant or permit any additional Lien on any asset to secure any First Priority Claim unless it has granted a Lien on such asset to secure the Second Priority Claims; provided that no Liens on the Tranche S Collateral Account (as defined in the First Priority Credit Agreement) to secure any Second Priority Claim shall be required or permitted hereunder. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Collateral Agent, the First Priority Administrative Agent and/or the First Priority Secured Parties, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that any amount received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

     2.4 Nature of First Priority Obligations. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, acknowledges that a portion of the First Priority Claims are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed without affecting the lien subordination or other provisions of this Agreement.

     Section 3. Enforcement.

     3.1 Exercise of Remedies.

     (a) (i) So long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, none of the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party will (and each such Person hereby waives any right to) (A) exercise or seek to exercise any rights or remedies (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent or any such Second Priority Secured Party is a party and including the exercise of any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or any other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts) with respect to any Collateral, (B) institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, any exercise of any right under any control agreement in respect of a deposit account, securities account, security entitlement or other investment property constituting Collateral (including, without limitation, any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts), or any bailee’s letter or similar agreement or arrangement to which the

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Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party is a party, (C) exercise any other rights or remedies relating to the Collateral under the Second Priority Documents or otherwise, (D) contest, protest or object to any foreclosure proceeding or other action brought by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party or (E) object to the forbearance by the First Priority Collateral Agent, the First Priority Administrative Agent or any First Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any right or remedy relating to the Collateral; and (ii) so long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the First Priority Collateral Agent, the First Priority Administrative Agent and the other First Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including the exercise of any right of setoff, any right to credit bid or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Collateral Agent or any other Second Priority Secured Party is a party and including the exercise of any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or any other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts), refrain from enforcing or exercising remedies, make determinations in connection with any enforcement of rights and remedies regarding release or disposition of, or restrictions with respect to, the Collateral, and otherwise enforce the rights and remedies of a secured creditor under the UCC and the bankruptcy laws of any applicable jurisdiction without the consent of or any consultation with the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party; provided that with respect to clauses (i) and (ii) above, (1) in any Insolvency Proceeding commenced by or against any Obligor, any Second Priority Secured Party may file a claim or statement of interest with respect to the Second Priority Claims, (2) the Second Priority Collateral Agent may take any action not adverse to the Liens on the Collateral securing the First Priority Claims or the rights of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party to exercise remedies in respect thereof in order to establish, preserve, or perfect its rights in the Collateral, (3) any Second Priority Secured Party shall be entitled to (u) file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the Second Priority Claims, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under the Bankruptcy Code (including exercising the right, if any, to file an involuntary petition against any Obligor), any similar law or any applicable non-bankruptcy law, in each case to the extent not inconsistent with the other terms of this Agreement (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor, and, specifically, that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise), of any kind or nature, in respect of any Use of Cash Collateral, DIP Financing or sale of any assets of an Obligor, in each case to which holders of a majority of First Priority Claims have consented), (w) exercise any rights and remedies as an unsecured creditor against the Borrower or any other Obligor in

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accordance with the Second Priority Documents and applicable law, in each case to the extent not inconsistent with the other terms of this Agreement (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor) and excluding the filing of pleadings, objections, motions or agreements covered by the preceding clause (v) , (x) bid (but only for cash, and not by way of credit bid or otherwise) for or purchase (but only for cash, and not by way of credit bid or otherwise) Collateral at any private or judicial foreclosure upon such Collateral initiated by any secured party in respect thereof, (y) file any notice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in accordance with Section 6.7 of this Agreement and (z) file any proof of claim and other filings, appear and be heard on any matter in connection therewith and make any arguments and motions that are, in each case, not inconsistent with the other terms of this Agreement, with respect to the Second Priority Claims and the Collateral (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor) and excluding the filing of pleadings, objections, motions or agreements covered by the preceding clause (v), and (4) nothing herein shall be construed to limit or impair in any way the right of any Second Priority Secured Party to receive any remaining Collateral and proceeds of Collateral after the Discharge of First Priority Claims has occurred. In exercising rights and remedies with respect to the Collateral, the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party may enforce the provisions of the First Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion except that, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured Parties may enforce the provisions of the Second Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the First Priority Collateral Agent, the First Priority Administrative Agent and the other First Priority Secured Parties (or, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and the other Second Priority Secured Parties) to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction.

     (b) (i) Until the Discharge of First Priority Claims has occurred, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it will not, in connection with the exercise of any right or remedy (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party is a party) with respect to any Collateral (but instead shall be deemed to have hereby irrevocably, absolutely, and

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unconditionally waived until after the Discharge of First Priority Claims any right to) take or receive any Collateral or any proceeds of Collateral.

     (ii) Without limiting the generality of the foregoing clause (i), unless and until the Discharge of First Priority Claims has occurred, except as expressly provided in the proviso in clause (a) of Section 3.1, the sole right of the Second Priority Administrative Agent, the Second Priority Collateral Agent and the other Second Priority Secured Parties as secured parties with respect to the Collateral is to hold a perfected Lien on the Collateral pursuant to the Second Priority Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Priority Claims has occurred.

     (c) Each of the Obligors agrees that it will not, and will not permit any of its Subsidiaries to, in connection with the exercise of any right or remedy with respect to any Collateral by the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party, transfer, deliver or pay, as applicable, to the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party, any Collateral or any proceeds of Collateral unless and until the Discharge of First Priority Claims has occurred.

     (d) (i) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that the Second Priority Secured Parties will not (and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to) take any action (other than as provided in Section 3.1(a)) that would hinder or cause to delay any exercise of remedies undertaken by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party under the First Priority Documents as secured parties in respect of any Collateral, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise.

     (ii) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably, absolutely and unconditionally waives any and all rights it or the Second Priority Secured Parties may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the manner (including by judicial foreclosure, non-judicial foreclosure, strict foreclosure or otherwise) in which the First Priority Collateral Agent, the First Priority Administrative Agent or the other holders of First Priority Claims seek to enforce the Liens granted in any of the Collateral except that there shall be no waiver of the obligation, if any, of the First Priority Collateral Agent or the First Priority Administrative Agent to dispose of the Collateral in a “commercially reasonable” manner within the meaning of any applicable UCC.

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     (e) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Priority Collateral Documents or any other Second Priority Document (other than this Agreement) is intended to restrict in any way the rights and remedies of the First Priority Collateral Agent, the First Priority Administrative Agent or the First Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the First Priority Documents.

     3.2 Cooperation. Subject to the proviso in Section 3.1(a), each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that, unless and until the Discharge of First Priority Claims has occurred, it will not, and shall be deemed to have waived any right to, commence, or join with any Person in commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it under any Second Priority Document.

     3.3 Notices of Default. Each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent will provide such information as it may have to the others as the others may from time to time reasonably request concerning the status of the exercise of any enforcement action against the Collateral, and each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent shall be available on a reasonable basis during normal business hours to review with each other alternatives available in exercising such rights; provided that the failure of any of them to do any of the foregoing shall not affect the relative priorities of the First Priority Liens or the Second Priority Liens as provided herein or the validity or effectiveness of any notice or demand as against any Obligor. The Obligors hereby consent and agree to each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent providing any such information to the other and to such actions by any of them and waives any right or claim against any of them arising as a result of such information or actions.

     Section 4. Payments.

     4.1 Application of Proceeds.

     (a) As long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority Administrative Agent for application against the First Priority Claims in such order as the First Priority Administrative Agent may determine in its sole discretion and in accordance with the First Priority Documents until the Discharge of First Priority Claims has occurred. Upon the Discharge of First Priority Claims, (i) the First Priority Administrative Agent shall promptly

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deliver to the First Priority Collateral Agent (with copies to the Second Priority Collateral Agent and the Second Priority Administrative Agent) a written notice stating that the Discharge of First Priority Claims has occurred and (ii) promptly following receipt of such notice in clause (i), the First Priority Collateral Agent or First Priority Administrative Agent, as applicable, shall deliver at the joint and several cost of the Obligors, to the Second Priority Collateral Agent for distribution to the Second Priority Administrative Agent for the benefit of the Second Priority Secured Parties any proceeds of Collateral held by it in the same form as received, with any necessary endorsement or as a court of competent jurisdiction may otherwise direct.

     (b) Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second Priority Collateral Agent to the Second Priority Administrative Agent for application against the Second Priority Claims in such order as is specified in the Second Priority Documents until the Discharge of Second Priority Claims has occurred.

     4.2 Payments Over. Except as expressly provided in Section 6.8, so long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement or any distribution received on account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization) shall, be segregated and held in trust and forthwith paid over to the First Priority Collateral Agent for the benefit of the First Priority Secured Parties in the same form as received, with any necessary endorsement, or as a court of competent jurisdiction may otherwise direct. The First Priority Collateral Agent is hereby authorized to make any such endorsement as agent for the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Priority Claims has occurred. For the avoidance of doubt, the Second Priority Claims shall not be reduced or satisfied by any amounts or distributions required to be paid over to the First Priority Administrative Agent pursuant hereto.

     Section 5. Other Agreements.

     5.1 Releases.

     (a) If, in connection with (i) the exercise of any remedies by the First Priority Collateral Agent or any other First Priority Secured Party in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such

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Collateral or (ii) any sale, lease, exchange, transfer or other disposition of any Collateral (other than to another Obligor) permitted under the terms of the First Priority Documents and the Second Priority Documents (in each case, as in effect on the date hereof), the First Priority Collateral Agent, on behalf of itself and the other First Priority Secured Parties, releases any of its Liens on any part of the Collateral, the Lien of the Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties on such Collateral (but not on any proceeds of such Collateral not required to be paid to the First Priority Secured Parties for application to the First Priority Claims) shall be automatically and unconditionally released with no further consent or action of any Person, and each of the Second Priority Collateral Agent the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall promptly execute and deliver, at the joint and several expense of the Obligors, to the First Priority Collateral Agent and the First Priority Administrative Agent and the Obligors such termination statements, releases and other documents as the First Priority Collateral Agent, the First Priority Administrative Agent and the Obligors (in the case of the Obligors, to the extent permitted by the First Priority Documents) may reasonably request to effectively confirm such release at the joint and several expense of the Obligors.

     (b) Until the Discharge of First Priority Claims occurs, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably constitutes and appoints the First Priority Collateral Agent and any officer or agent of the First Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Person or in the First Priority Collateral Agent’s own name, from time to time in the First Priority Collateral Agent’s discretion (as directed by the First Priority Administrative Agent in writing), for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all releases, documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or release.

     5.2 Insurance.

     (a) Unless and until the Discharge of First Priority Claims has occurred, the First Priority Collateral Agent, the First Priority Administrative Agent and the other holders of First Priority Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the First Priority Documents, to adjust settlement for any award under any insurance policy relating to an insured loss in respect of Collateral and to approve any award granted in any condemnation or similar proceeding affecting the Collateral. Following the Discharge of First Priority Claims and until such time that the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and the other holders of Second Priority Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the Second Priority Documents, to adjust settlement for any award under any insurance policy relating to an insured loss relating to the Collateral and to approve any award granted in any condemnation or similar proceeding affecting the Collateral.

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     (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of any such insurance policy and any such award if in respect to the Collateral shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority Administrative Agent for benefit of the First Priority Secured Parties to the extent required under the First Priority Credit Agreement and pursuant to the terms of the First Priority Documents; and thereafter, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, and after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second Priority Collateral Agent to the Second Priority Administrative Agent for the benefit of the Second Priority Secured Parties to the extent required under the applicable Second Priority Documents; and finally, to the owner of the subject property or as a court of competent jurisdiction may otherwise direct.

     (c) Unless the Discharge of First Priority Claims has occurred, if the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment thereunder in contravention of this Agreement, it shall pay such proceeds, award or payment over to the First Priority Collateral Agent in accordance with Section 4.2.

     5.3 Amendments to Second Priority Documents, etc.

     (a) Unless and until the Discharge of First Priority Claims has occurred, without the prior written consent of the First Priority Administrative Agent (and the First Priority Collateral Agent, to the extent an amendment, supplement or modification would affect its respective rights, protections or obligations), no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be inconsistent with any of the terms of this Agreement or the First Priority Documents.

     (b) Each of the Second Priority Administrative Agent and the Second Priority Collateral Agent agrees that each Second Priority Collateral Document granting a Lien on any Collateral shall include the following language (or similar language satisfactory to the First Priority Administrative Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intercreditor Agreement”), among UBS AG, Stamford Branch, in its capacity as First Priority Collateral Agent, UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent, Wells Fargo Bank, National Association, in its capacity as Second Priority

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Collateral Agent, Wells Fargo Bank, National Association, in its capacity as Second Priority Administrative Agent, and the other parties thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

     (c) Unless and until the Discharge of First Priority Claims has occurred, in the event the First Priority Collateral Agent or the First Priority Administrative Agent enters into any amendment, waiver or consent in respect of any First Priority Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departure from any provision of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties or the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Collateral Document without the consent of the Second Priority Collateral Agent, the Second Priority Administrative Agent or the Second Priority Secured Parties and without any action by any of them or any Obligor; provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of the Second Priority Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1 and provided there is a corresponding release of the Lien securing the First Priority Claims, (B) imposing duties or adding liabilities on the Second Priority Collateral Agent or any other Second Priority Secured Party without its consent or (C) permitting other Liens on the Collateral which are prohibited under the terms of the Second Priority Documents or Section 6, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Collateral Agent or any other Second Priority Secured Party (and not the First Priority Secured Parties in a like or similar manner) shall not apply to the Second Priority Collateral Documents without the consent of the Second Priority Collateral Agent (acting at the written direction of the Second Priority Administrative Agent (itself acting at the written direction of the requisite Second Priority Secured Parties in accordance with the Second Priority Credit Agreement)), and (iii) notice of such amendment, waiver or consent shall have been given by the First Priority Administrative Agent to the Second Priority Collateral Agent (unless it is the same Person as the First Priority Collateral Agent), within 10 Business Days after the effective date thereof; provided, further, that (x) nothing contained in this clause (c) shall impair the rights of the First Priority Collateral Agent, the First Priority Administrative Agent and the holders of First Priority Claims, or the obligations and agreements of the Second Priority Collateral Agent and the other Second Priority Secured Parties, under Sections 3 and 5.1 and (y) the First Priority Collateral Documents and the Second Priority Collateral Documents may, without the consent of any Second Priority Secured Party, be amended or modified pursuant to this Section 5.3(c) to secure additional extensions of credit and add additional secured creditors as long as such amendments or modifications do not violate the express provisions of any Second Priority Document.

     (d) The First Priority Documents may be amended, supplemented or otherwise modified in accordance with their terms and the First Priority Credit Agreement may be refinanced, in each case, without notice to, or the consent of, the Second Priority Collateral Agent or the other Second Priority Secured Parties, and in each case subject to the terms hereof, all without affecting the lien subordination or other provisions of this Agreement.

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     (e) Without the written consent of the First Priority Administrative Agent, none of the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party will be entitled to agree (and none of them will agree) to any amendment to, or modification of, or consent to any waiver of departure from, the Second Priority Documents, whether in a refinancing or otherwise, that is prohibited by or in contravention of the First Priority Documents as in effect on the date hereof or this Agreement.

     (f) Unless and until the Discharge of First Priority Claims has occurred, the Second Priority Secured Parties shall not consent to the release of any Second Priority Lien on any Collateral without the written consent of the First Priority Administrative Agent, except for releases in connection with the Discharge of Second Priority Claims (or a refinancing thereof) to the extent permitted under the First Priority Credit Agreement or with respect to such Collateral for which the First Priority Lien is also released.

     5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Obligors in accordance with the terms of the Second Priority Documents and applicable law only to the extent set forth in the proviso of Section 3.1(a) hereof. Nothing in this Agreement shall prohibit the receipt by any Second Priority Secured Party of any payment of interest and principal on the Second Priority Claims, together with any reimbursable fees and expenses and other amounts due in respect thereof, so long as such receipt is not (a) the direct or indirect result of the exercise by any Second Priority Secured Party of rights and remedies as a secured creditor in respect of the Second Priority Claims or enforcement of any Second Priority Lien, in either case in contravention of this Agreement, or (b) a distribution in any Insolvency Proceeding on account of or otherwise by virtue of any Second Priority Lien (including any distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization), other than as permitted by Section 6.8 hereof. In the event that any Second Priority Secured Party becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of the Second Priority Claims, such judgment lien shall be subject to the terms of this Agreement (including in relation to the First Priority Liens and the First Priority Claims and including in relation to the Second Priority Liens and Second Priority Claims) to the same extent as the other Liens securing the Second Priority Claims (created pursuant to the Second Priority Collateral Documents) are subject to the terms of this Agreement. Nothing in this Agreement modifies any right or remedy the holders of First Priority Claims or, after the Discharge of First Priority Claims has occurred, the holders of Second Priority Claims may have with respect to the Collateral.

     5.5 Bailee and Agent for Perfection. The First Priority Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession over Collateral pursuant to any of the First Priority Collateral Documents (any such Collateral, as updated from time to time in accordance with the relevant Collateral Document, the “Bailment Collateral”), such possession or control is also held as a bailee and agent for perfection for, on behalf of and for the benefit of, the Second Priority Collateral Agent (as collateral agent for the Second Priority Secured Parties), such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC, and in each case solely to the extent required to perfect and

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enforce their security interests in such Bailment Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Collateral Agent, the First Priority Administrative Agent or any First Priority Secured Party (or any third party acting on their behalf) with respect to such Bailment Collateral or provide the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party with any rights with respect to such Bailment Collateral beyond those specified in this Agreement or the Second Priority Collateral Documents (it being understood that the First Priority Collateral Agent’s duty under this Section 5.5 shall be limited solely to holding any such Collateral as bailee and agent for perfection); provided that promptly following the Discharge of First Priority Claims, the First Priority Collateral Agent (upon the written direction of the First Priority Administrative Agent) shall deliver to the Second Priority Collateral Agent, at the Obligors’ joint and several cost and expense, such Bailment Collateral in its possession together with any necessary endorsements or direct and deliver such Collateral as a court of competent jurisdiction may otherwise direct.

     Section 6. Insolvency Proceedings.

     6.1 Finance and Sale Issues.

     (a) Until the Discharge of First Priority Claims has occurred, if any Obligor shall be subject to any Insolvency Proceeding and the First Priority Administrative Agent shall desire to permit the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) under Section 363 of the Bankruptcy Code (“Use of Cash Collateral”) or to permit an Obligor to obtain financing, whether from the First Priority Secured Parties, any other Person, or any combination thereof, under Section 364 of the Bankruptcy Code (“DIP Financing”), then each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that (i) it shall not be entitled to raise (and will not raise), but instead shall be deemed to have otherwise irrevocably, absolutely, and unconditionally waived any right to raise, any objection to such Use of Cash Collateral or DIP Financing (and instead will be deemed to have consented to such Use of Cash Collateral or DIP Financing), (ii) it shall not be entitled to request (and will not request) adequate protection or any other relief in connection therewith (except as expressly agreed by the First Priority Administrative Agent or to the extent permitted by Section 6.2), and (iii) to the extent the First Priority Liens are junior in priority to or pari passu with Liens granted in connection with such Use of Cash Collateral or such DIP Financing (including adequate protection Liens), the Second Priority Liens in the Collateral shall be maintained as junior in priority to the First Priority Liens as contemplated hereunder and to such Liens granted in connection with such Use of Cash Collateral or such DIP Financing on the same basis as the Second Priority Liens are junior in priority to First Priority Liens under this Agreement. Without limiting the other provisions of this Agreement, nothing in this Section 6.1(a) is intended to limit the ability of the First Priority Secured Parties or the Second Priority Secured Parties to participate in, support, or object to any Use of Cash Collateral or DIP Financing that does not involve the Collateral. Each of the Lenders (as defined in the Second Priority Credit Agreement) agrees that none of them shall offer to provide, administer or syndicate any DIP Financing to any Obligor unless (i) the

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application of the proceeds of such DIP Financing would result in the Discharge of the First Priority Claims or (ii) consented to by the First Priority Administrative Agent.

     (b) Until the Discharge of First Priority Claims has occurred, the Second Priority Secured Parties, in any Insolvency Proceeding, shall not be entitled to oppose (and shall not oppose) (1) any sale or disposition of any assets of any of the Obligors, or (2) any procedure governing sale or disposition of any assets of any of the Obligors, in each case that is supported by the First Priority Administrative Agent, and the Second Priority Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in each case any motion in support hereof), supported by such First Priority Secured Parties and to have released (and to have consented to the release of) their Liens in such assets so long as and to the extent that (i) the First Priority Secured Parties shall have likewise released their Liens and (ii) the First Priority Liens and the Second Priority Liens shall attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein. For the avoidance of doubt, and without limitation of the generality of the foregoing, in any Insolvency Proceeding, the Second Priority Secured Parties irrevocably waive any right to object to any sale, or any procedure for sale, or any motion for sale or for bid procedures regarding the sale, of any Collateral under Section 363 of the Bankruptcy Code on the grounds of inadequate time for marketing of such asset, inopportune time for sale of such asset (based on market conditions or otherwise), inadequate purchase price/value to be received for such asset, or any expense reimbursement, break-up fee or other condition or covenant contained in any stalking horse bid for such asset.

     6.2 Adequate Protection. If and only if directed to do so by Second Priority Secured Parties holding at least a majority of the principal amount of the Second Priority Claims, the Second Priority Administrative Agent or the Second Priority Collateral Agent, on behalf of itself and the Second Priority Secured Parties, may seek or request adequate protection in the form of a Lien on any additional collateral as to which the First Priority Secured Parties have received adequate protection in the form of a Lien (including by way of objecting to any DIP Financing that does not provide for such Lien), which Lien will be junior in priority to the First Priority Liens (including any adequate protection Lien in favor of the First Priority Secured Parties) and any Lien securing such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are junior in priority to the First Priority Liens under this Agreement and subject in all respects to the release obligations set forth in this Agreement, including in Section 5.1 and Section 6.1 hereof. If the Second Priority Secured Parties are granted post-petition interest and/or adequate protection payments in an Insolvency Proceeding (“Junior Priority Bankruptcy Payments”), such amounts shall be deemed Collateral, shall be turned over to the First Priority Collateral Agent in accordance with Section 4.2 hereof (or, following the Discharge of First Priority Claims and prior to the Discharge of Second Priority Claims, to the Second Priority Collateral Agent) and shall be applied according to the terms thereof (regardless of whether or not any order of a bankruptcy court authorizing and/or directing any Junior Priority Bankruptcy Payments shall expressly provide for such direct payment to the First Priority Collateral Agent or the Second Priority Collateral Agent, as applicable).

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     6.3 No Waiver. Subject to Section 3.1(a), nothing contained herein shall prohibit or in any way limit the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party, including the seeking by any Second Priority Secured Party of adequate protection or the asserting by any Second Priority Secured Party of any of its rights and remedies under the Second Priority Documents or otherwise. Subject to Section 3.1(a), following the Discharge of First Priority Claims, nothing contained herein shall prohibit or in any way limit the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party from objecting in any Insolvency Proceeding.

     6.4 Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the First Priority Claims previously made shall be rescinded for any reason whatsoever (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law) (a “Recovery”), then the First Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. If any Second Priority Secured Party is required in any Insolvency Proceeding or otherwise to turn over any Recovery, then the Second Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

     6.5 Post-Petition Interest. No Second Priority Secured Party shall oppose or seek to challenge any claim by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party for allowance or payment in any Insolvency Proceeding of the First Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of any First Priority Lien on the Collateral, without regard to the existence of the Second Priority Liens on the Collateral, such value to be determined without regard to the existence of the Second Priority Liens on the Collateral.

     6.6 Separate Grants of Security and Separate Classification. Each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, acknowledge and agree that:

     (a) the grants of Liens pursuant to the First Priority Collateral Documents and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens; and

     (b) because of, among other things, their differing rights in the Collateral, the First Priority Claims and the Second Priority Claims are fundamentally different from one another and

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must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, contrary to the intention of the parties, the claims of the First Priority Secured Parties and/or the Second Priority Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of first priority and second priority secured claims), then (i) each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of first priority and second priority secured claims against the Obligors in respect of the Collateral and (ii) the First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Priority Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the First Priority Collateral Agent’s and the First Priority Administrative Agent’s respective attorneys, financial consultants, and other agents) before any distribution is made in respect of or by virtue of the Second Priority Liens, with each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the First Priority Collateral Agent amounts otherwise received or receivable by them in respect of or by virtue of the Second Priority Liens to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties.

     6.7 Voting for Plan of Reorganization. The First Priority Secured Parties and the Second Priority Secured Parties, in each case in such capacity, shall be entitled to vote to accept or reject any Plan of Reorganization in connection with any Insolvency Proceeding so long as such Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to reject any such Plan of Reorganization that is a Non-Conforming Plan of Reorganization; provided that each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of the Second Priority Secured Parties, in such capacity, shall be entitled to take any action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a Plan of Reorganization to which the requisite holders of First Priority Claims have consented on the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Second Priority Secured Party, in such capacity, shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and the First Priority Administrative Agent shall be entitled (and hereby authorized by the Second Priority Secured Parties) to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any such Non-Conforming Plan of Reorganization withdrawn.

     6.8 X Clause. Notwithstanding Section 4.2 hereof or any other provision of this Agreement, regardless of whether a Discharge of First Priority Claims shall occur in connection

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with a confirmed Plan of Reorganization, the Second Priority Secured Parties shall be permitted to receive or retain any debt or equity securities or other obligations of the Obligors to be distributed to them under any such confirmed Plan of Reorganization on account of or otherwise by virtue of the Second Priority Liens on the Collateral (collectively, a “Plan Distribution”), so long as (i) any lien granted on the Collateral (or any other assets of an Obligor) to secure such Plan Distributions shall be junior in priority to any liens granted to secure any Plan Distribution to the First Priority Secured Parties under any such Plan of Reorganization on account of the First Priority Liens to the same extent as the Second Priority Liens are junior in priority to the First Priority Liens on the Collateral hereunder and such liens shall otherwise be subject to the terms and conditions of this Agreement (or an analogous agreement), and (ii) any Plan Distribution received by a Second Priority Secured Party shall not be entitled to receive cash interest (but may accrue interest or contain pay-in-kind interest), any Plan Distribution may not be subject to amortization, redemption or other principal or preference paydown, in each case prior to the Discharge of First Priority Claims (including by way of full payment of any Plan Distribution received by the First Priority Secured Parties); provided, however, that, absent a Discharge of the First Priority Claims, any Plan Distribution received by a Second Priority Secured Party under a Plan of Reorganization which the class of First Priority Claims has voted to reject (and which was implemented despite such rejection), or which does not satisfy the criteria set forth in clauses (i) and (ii) above, shall be turned over to the First Priority Administrative Agent in accordance with Section 4.2.

     6.9 Determination of Distributions on Account of Lien on Collateral. For the purposes of this Agreement, including for the purposes of Sections 4.2, 5.4, and 6.8 hereof, there shall be a presumption that any distribution to or for the benefit of the Second Priority Secured Parties under any Plan of Reorganization for any Obligor shall be on account of or by virtue of the Second Priority Liens on the Collateral. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall have the burden of rebutting that presumption, and of proving the portion (if any) of any distribution under any Plan of Reorganization to, or for the benefit of, the Second Priority Secured Parties that does not consist of proceeds of (or is not otherwise on account of or by virtue of) such Lien on the Collateral, in each case by clear and convincing evidence.

     6.10 Plan of Reorganization. Neither the Second Priority Administrative Agent nor any other Second Priority Secured Party will sponsor, fund or otherwise facilitate, or support or vote in favor of in an Insolvency Proceeding, any Plan of Reorganization that does not contemplate the payment in full, in cash of the First Priority Claims upon the effective date of such Plan of Reorganization unless the First Lien Administrative Agent shall have otherwise consented. Neither the Second Priority Administrative Agent nor any other Second Priority Secured Party will raise or support any objection to any Plan of Reorganization on the basis that the rate of interest payable on any Plan Distribution to the First Priority Secured Parties is excessive or over-compensatory.

     6.11 Turnover Provisions. If, in connection with an Insolvency Proceeding, a First Lien Deficiency Claim exists and any Second Priority Secured Party receives a distribution (whether in cash or in-kind) solely on account of its Second Lien Deficiency Claim out of property not constituting Collateral or otherwise not subject to Section 4.2, Section 6.2 or Section 6.8 of the Intercreditor Agreement (such amount, the “Turnover Proceeds”), then such

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Second Priority Secured Party’s interest in such Turnover Proceeds shall be subject and subordinate to the First Lien Deficiency Claim until such First Lien Deficiency Claim shall have been paid in full, and, subject to the immediately following proviso, such Second Priority Secured Party shall segregate and hold in trust such Turnover Proceeds for the benefit of the First Priority Secured Parties and shall forthwith pay over such Turnover Proceeds in the form received to the First Priority Administrative Agent for application to the First Lien Deficiency Claim until the First Lien Deficiency Claim shall have been paid in full; provided that, to the extent, and only to the extent, required by the last paragraph of Section 4.09 of the Senior Note Documents, each Second Priority Secured Party hereby agrees that (i) its Second Lien Deficiency Claim shall be subject and subordinate to the Senior Note Obligations to the extent and in the same manner as its Second Lien Deficiency Claim is subject and subordinate to the First Lien Deficiency Claim under this paragraph, (ii) it shall, subject to the preceding provisions of this paragraph, segregate and hold in trust Turnover Proceeds for the benefit of the holders of the Senior Note Obligations and (iii) it shall, subject to the preceding provisions of this paragraph, forthwith pay over Turnover Proceeds in the form received to the trustee(s) under the Senior Note Documents. The First Lien Secured Parties and the Second Lien Secured Parties agree that the foregoing shall not be deemed to restrict the Second Priority Secured Parties from acquiring or repaying and discharging in full (other than out of Turnover Proceeds) the First Lien Deficiency Claim. For the avoidance of doubt, nothing in this paragraph shall otherwise impact the rights of the First Priority Secured Parties or the Second Priority Secured Parties to the Collateral, the proceeds of Collateral or any property or distribution contemplated by Section 4.2, Section 6.2 or Section 6.8 above.

     Section 7. Reliance; Waivers; etc.

     7.1 Reliance. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges that the Second Priority Secured Parties have, independently and without reliance on the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Credit Agreement, any other applicable Second Priority Document, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decisions in taking or not taking any action under the Second Priority Credit Agreement, any such other Second Priority Document or this Agreement.

     7.2 No Warranties or Liability. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges and agrees that each of the First Priority Collateral Agent, the First Priority Administrative Agent and the other holders of First Priority Claims have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Documents or the ownership of any Collateral or the perfection or priority of any Lien thereon. The holders of First Priority Claims will be entitled to manage and supervise their respective loans and extensions of credit to the Obligors in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the holders of First Priority Claims may manage

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their loans and extensions of credit without regard to any right or interest that any Second Priority Secured Party may have in the Collateral or otherwise, except as otherwise provided in this Agreement. None of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to any Second Priority Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreement with any Obligor (including the Second Priority Documents), regardless of any knowledge thereof which they may have or be charged with.

     7.3 No Waiver of Lien Priorities.

     (a) To the fullest extent permitted under applicable law, no right of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties or any of them to enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any First Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or any of the First Priority Documents or the Second Priority Documents, regardless of any knowledge thereof which the First Priority Collateral Agent, the First Priority Administrative Agent or the other First Priority Secured Parties, or any of them, may have or be otherwise charged with. To the fullest extent permitted under applicable law, no right of the Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second Priority Secured Parties or any of them to enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any Second Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or any of the Second Priority Documents, regardless of any knowledge thereof which the Second Priority Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured Parties, or any of them, may have or be otherwise charged with.

     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Obligors under the First Priority Documents), the First Priority Secured Parties and any of them may, to the fullest extent permitted under applicable law, at any time and from time to time, without the consent of, or notice to, any Second Priority Secured Party, without incurring any liability to any Second Priority Secured Party and without impairing or releasing the lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Second Priority Secured Party is affected, impaired or extinguished thereby), do any one or more of the following:

     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters of credit for account of any Obligor or otherwise extend credit to any Obligor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing;

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     (ii) change the manner, place or terms of payment or change or extend the time of payment of, or renew, exchange, amend, increase or alter, the terms of any of the First Priority Claims or any First Priority Lien or guaranty thereof or any liability of the Obligors, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Priority Claims), without any restriction as to the amount, tenor or terms of any such increase or extension or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the holders of First Priority Claims, the First Priority Claims or any of the First Priority Documents;

     (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of any Obligor to the First Priority Secured Parties, or any liability incurred directly or indirectly in respect thereof;

     (iv) settle or compromise any First Priority Claim or any other liability of any Obligor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sum by whomsoever paid and however realized to any liability (including the First Priority Claims) in any manner or order; and

     (v) exercise or delay in or refrain from exercising any right or remedy against any Obligor or any security or any other Person, elect any remedy and otherwise deal freely with the Obligors and the Collateral and any security or any liability of any Obligor to the holders of First Priority Claims or any liability incurred directly or indirectly in respect thereof.

     (c) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, also agrees, to the fullest extent permitted under applicable law, that no First Priority Secured Party shall have any liability to any of them, and each of them, to the fullest extent permitted under applicable law, hereby waives any claim against any First Priority Secured Party, arising out of any action which such holders of First Priority Claims may take or permit or omit to take with respect to the foreclosure upon, or sale, liquidation or other disposition of, the Collateral. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to them, express or implied, fiduciary or otherwise, in respect of the maintenance or preservation of the Collateral, the First Priority Claims or otherwise.

     (d) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal,

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valuation or other similar right that may otherwise be available under applicable law or any other similar right a junior secured creditor may have under applicable law.

     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder shall remain in full force and effect irrespective of:

     (a) any lack of validity or enforceability of any First Priority Document or Second Priority Document or any setting aside or avoidance of any First Priority Lien or Second Priority Lien;

     (b) any change in the time, manner or place of payment of, or in any other terms of, any First Priority Claim or Second Priority Claim, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the First Priority Documents or the Second Priority Documents;

     (c) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of any First Priority Claim or Second Priority Claim or any guarantee thereof;

     (d) the commencement of any Insolvency Proceeding in respect of any Obligor; or

     (e) any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the First Priority Claims or Second Priority Claims or of any First Priority Secured Party or Second Priority Secured Party in respect of this Agreement.

     Section 8. Miscellaneous.

     8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the First Priority Documents and the Second Priority Documents, the provisions of this Agreement shall govern and control.

     8.2 Continuing Nature of this Agreement. This Agreement shall continue to be effective until the Discharge of First Priority Claims shall have occurred. This is a continuing agreement of lien priority. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably, absolutely, and unconditionally waives any right it may have under applicable law to revoke this Agreement or any provisions hereof.

     8.3 Amendments; Waivers. No amendment, modification or waiver of any provision of this Agreement shall be deemed to be made unless the same shall be in writing signed by the First Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority Administrative Agent and, subject to the immediately

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following sentence, each Obligor and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, no Obligor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes any amendment to such Obligor’s ability to cause additional obligations to constitute First Priority Claims or Second Priority Claims as such Obligor may designate).

     8.4 Information Concerning Financial Condition of the Obligors and their Subsidiaries.

     (a) Each of the First Priority Secured Parties and the Second Priority Secured Parties, as separate groups of secured creditors, shall be responsible for keeping themselves informed of (i) the financial condition of the Obligors and their Subsidiaries and all endorsers and/or guarantors of the First Priority Claims or the Second Priority Claims and (ii) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims.

     (b) None of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to advise the Second Priority Collateral Agent, the Second Priority Administrative Agent or any other Second Priority Secured Party of information known to it or them regarding such condition or any such circumstance or otherwise. In the event the First Priority Collateral Agent or the First Priority Administrative Agent or any other First Priority Secured Party undertakes at any time or from time to time to provide any such information to any Second Priority Secured Party, it or they shall be under no obligation (i) to provide any additional information or to provide any such information on any subsequent occasion, (ii) to undertake any investigation or (iii) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential.

     8.5 Certain Successors. Each successor First Priority Collateral Agent and Second Priority Collateral Agent shall execute and deliver a counterpart of and become a party to this Agreement (but the failure to execute such counterpart shall not diminish such Person’s obligations under this Agreement).

     8.6 Application of Payments. All payments received by the holders of First Priority Claims may be applied, reversed and reapplied, in whole or in part, to such part of the First Priority Claims as the holders of First Priority Claims, in their sole discretion, deem appropriate. Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, all payments received by the holders of Second Priority Claims may be applied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims as the holders of Second Priority Claims, in their sole discretion, deem appropriate.

     8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured

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Parties, hereby irrevocably, absolutely, and unconditionally waives any and all rights or powers any Second Priority Secured Party may have at any time under applicable law or otherwise to have the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the First Priority Liens or the Second Priority Liens.

     8.8 No Purchase Option in Favor of Second Priority Secured Parties. Without in any manner limiting the other provisions of this Agreement (including as to the enforcement of the rights, powers and/or remedies of the First Priority Collateral Agent, the First Priority Administrative Agent or the other First Priority Secured Parties in and to the Collateral), nothing herein is intended to grant the Second Priority Secured Parties the option to purchase the aggregate amount (or any other portion) of the outstanding First Priority Claims, whether at par or at any other price or under any other terms or conditions.

     8.9 Notices. (a) All notices to the First Priority Secured Parties permitted or required under this Agreement may be sent to the First Priority Administrative Agent (with a copy to the First Priority Collateral Agent). All notices to the Second Priority Secured Parties permitted or required under this Agreement may be sent to the Second Priority Administrative Agent (with a copy to the Second Priority Collateral Agent). All notices to the Obligors permitted or required under this Agreement may be sent to the Borrower. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission or other electronic means). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

     8.10 Further Assurances. Each of the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, and each Obligor, agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as any other party may reasonably request to effect the terms of this Agreement (including, in the case of the First Priority Administrative Agent and the Second Priority Administrative Agent, to direct the First Priority Collateral Agent and the Second Priority Collateral Agent to do the same). Each of Holdings and the Borrower shall cause each of its Subsidiaries that becomes an Obligor to execute and deliver a counterpart of and become a party to this Agreement.

     8.11 Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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     8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties (including to the benefit of any successors to the First Priority Secured Parties by virtue of any refinancing), the Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second Priority Secured Parties (including to the benefit of any successors to the Second Priority Secured Parties by virtue of any refinancing), and their respective successors and assigns. No other Person shall have or be entitled to assert rights or benefits hereunder. This Agreement shall be binding upon the Obligors and their successors and assigns; provided that no Obligor or any successor or assign thereof shall be entitled to enforce any provision of this Agreement (other than any provision hereof expressly preserving any right of any Obligor under any First Priority Document or Second Priority Document).

     8.13 Specific Performance. Each of the First Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority Administrative Agent may demand specific performance of this Agreement. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party (other than the defense that the obligation for which specific performance is being sought has been performed in accordance with this Agreement). Without limiting the generality of the foregoing or of the other provisions of this Agreement, in seeking specific performance in any Insolvency Proceeding, the First Priority Collateral Agent and the First Priority Administrative Agent may seek such relief as if it were the “holder” of the claims of the Second Priority Secured Parties under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the Second Priority Secured Parties.

     8.14 Section Titles; Time Periods. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

     8.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

     8.16 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

     8.17 Effectiveness. This Agreement shall become effective when executed and delivered by the parties listed below. This Agreement shall be effective both before and after the commencement of any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of

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the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. All references to any Obligor shall include any Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor (as the case may be) in any Insolvency Proceeding.

     8.18 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Priority Secured Parties and the Second Priority Secured Parties as separate groups of secured creditors. Neither the Borrower nor any other Obligor (including any Guarantor) or any other creditor thereof shall have any right hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Obligor, which are absolute and unconditional, to pay the First Priority Claims and the Second Priority Claims as and when the same shall become due and payable in accordance with their terms. Each provision hereunder applicable to the First Priority Secured Parties and the Second Priority Secured Parties shall be applicable to, and binding upon them, solely in their respective capacities as such.

     8.19 Exclusive Means of Exercising Rights under this Agreement. The First Priority Secured Parties shall be deemed to have irrevocably appointed the First Priority Administrative Agent as their exclusive agent hereunder. The Second Priority Secured Parties shall be deemed to have irrevocably appointed the Second Priority Administrative Agent as their exclusive agent hereunder. Consistent with such appointment, (a) the First Priority Secured Parties further shall be deemed to have agreed that only the First Priority Administrative Agent (and not any individual claimholder or group of claimholders) as agent for the First Priority Secured Parties, or any of the First Priority Administrative Agent’s agents (including the First Priority Collateral Agent) shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement); provided that (i) First Priority Secured Parties holding obligations in respect to obligations in respect of hedging agreements may exercise customary netting rights with respect thereto, (ii) cash collateral may be held pursuant to the terms of the First Priority Documents (including any relating to hedging agreements) and any such individual First Priority Secured Party may act against such cash collateral, and (iii) First Priority Secured Parties may exercise customary rights of setoff against depository or other accounts maintained with them; and (b) the Second Priority Secured Parties further shall be deemed to have agreed that only the Second Priority Administrative Agent (and not any individual claimholder or group of claimholders), as the agent of the Second Priority Secured Parties, or any of the Second Priority Administrative Agent’s agents (including the Second Priority Collateral Agent) shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement). Specifically, but without limiting the generality of the foregoing, each First Priority Secured Party or group of First Priority Secured Parties and each Second Priority Secured Party or group of Second Priority Secured Parties shall not be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement (including any declaratory judgment or other action to

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interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the proviso in the immediately preceding sentence.

     8.20 Right of First Priority Collateral Agent to Continue. Any Person serving as First Priority Collateral Agent shall be entitled to continue, including to continue to perform his, her or its rights, obligations and duties, as the First Priority Collateral Agent, notwithstanding whether any such Person has served or is serving as the Second Priority Collateral Agent. Without limiting the generality of the preceding sentence of this Section 8.20, any Person serving as First Priority Collateral Agent shall be entitled to continue to so serve in such capacity (including to continue to perform any of such First Priority Collateral Agent’s rights, obligations, and/or duties) even if any such Person has resigned as the Second Priority Collateral Agent, but such resignation has not become effective for any reason, including because a successor Second Priority Collateral Agent has not been appointed or has accepted such appointment, without any liability to any of the Second Priority Secured Parties by virtue of any such resignation and any of the circumstances relating in any manner whatsoever to such resignation.

     8.21 Interpretation. This Agreement is a product of negotiations among representatives of, and has been reviewed by counsel to, each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Administrative Agent and each Obligor and is the product of those Persons on behalf of themselves and the First Priority Secured Parties (in the case of the First Priority Administrative Agent) and the Second Priority Secured Parties (in the case of the Second Priority Administrative Agent). Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, any party or other Person merely by virtue of the extent of that party or other Person’s involvement, or lack of involvement, in the preparation of this Agreement and of any of its specific provisions.

     8.22 Forum Selection and Consent to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO.

     8.23 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL

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TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.23 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     8.24 Bond Conversion Offer. Notwithstanding anything to the contrary set forth herein, on and after the Consummation Date, (i) any references to the Second Priority Credit Agreement shall be replaced by the trust indenture entered into by the Borrower on the Consummation Date and (ii) this Agreement shall be automatically amended mutatis mutandis to reflect the continuation or replacement of the second priority liens of the lenders under the Second Priority Credit Agreement with the second priority liens of the trustee on behalf of the bondholders under the trust indenture entered into by the Borrower on the Consummation Date.

     8.25 No Contest. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall contest, in an Insolvency Proceeding or otherwise, the enforceability of any provision of this Agreement.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

UBS AG, STAMFORD BRANCH, as First Priority Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US
UBS AG, STAMFORD BRANCH, as First Priority Administrative Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US

[Additional Signature Pages Follow]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Second Priority Administrative Agent
By:	/s/ Julius R. Zamora
	Name:	Julius R. Zamora
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Second Priority Collateral Agent
By:	/s/ Julius R. Zamora
	Name:	Julius R. Zamora
	Title:	Vice President

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Obligors: TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Authorized Person
TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Director
TDS INVESTOR (LUXEMBOURG) S.À.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland
	Name:	John Sutherland
	Title:	Manager

TRAVELPORT INC. GALILEO TECHNOLOGIES LLC GTA NORTH AMERICA, INC. OWW2, LLC TRAVEL INDUSTRIES, INC. TRAVELPORT HOLDINGS, INC. TRAVELPORT HOLDINGS, LLC TRAVELPORT INTERNATIONAL SERVICES, INC. TRAVELPORT OPERATIONS, INC. WORLDSPAN LLC WORLDSPAN BBN HOLDINGS, LLC WORLDSPAN DIGITAL HOLDINGS, LLC WORLDSPAN IJET HOLDINGS, LLC WORLDSPAN OPENTABLE HOLDINGS, LLC WORLDSPAN S.A. HOLDINGS II, L.L.C. WORLDSPAN SOUTH AMERICAN HOLDINGS LLC WORLDSPAN STOREMAKER HOLDINGS, LLC WORLDSPAN TECHNOLOGIES INC. WORLDSPAN VIATOR HOLDINGS, LLC WORLDSPAN XOL LLC WS FINANCING CORP.
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary
TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SECOND LIEN CREDIT AGREEMENT

Dated as of September 30, 2011

among

TRAVELPORT LLC,
as Borrower,

TRAVELPORT LIMITED,
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent,

and

THE LENDERS PARTY HERETO

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01. Defined Terms		2
SECTION 1.02. Other Interpretive Provisions		50
SECTION 1.03. Accounting Terms		51
SECTION 1.04. Rounding		51
SECTION 1.05. References to Agreements, Laws, Etc		51
SECTION 1.06. Times of Day		51
SECTION 1.07. Timing of Payment or Performance		51
SECTION 1.08. Currency Equivalents Generally		52
ARTICLE II
The Loans
SECTION 2.01. The Loans		52
SECTION 2.02. Borrowings, Conversions and Continuations of Loans		53
SECTION 2.03. [Reserved]		54
SECTION 2.04. [Reserved]		54
SECTION 2.05. Prepayments		54
SECTION 2.06. [Reserved]		58
SECTION 2.07. Repayment of Loans		58
SECTION 2.08. Interest		58
SECTION 2.09. Fees		59
SECTION 2.10. Computation of Interest and Fees		59
SECTION 2.11. Evidence of Indebtedness		59
SECTION 2.12. Payments Generally		60
SECTION 2.13. Sharing of Payments		62
ARTICLE III
Taxes, Increased Costs Protection and Illegality
SECTION 3.01. Taxes		63
SECTION 3.02. Illegality		66
SECTION 3.03. Inability to Determine Rates		66
SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans		67
SECTION 3.05. Funding Losses		69

i

	Page
SECTION 3.06. Matters Applicable to All Requests for Compensation		69
SECTION 3.07. Replacement of Lenders under Certain Circumstances		70
SECTION 3.08. Survival		72
ARTICLE IV
Conditions Precedent to Effectiveness
SECTION 4.01. Conditions to Effectiveness		72
ARTICLE V
Representations and Warranties
SECTION 5.01. Existence, Qualification and Power; Compliance with Laws		75
SECTION 5.02. Authorization; No Contravention		75
SECTION 5.03. Governmental Authorization; Other Consents		75
SECTION 5.04. Binding Effect		76
ARTICLE VI
Affirmative Covenants
SECTION 6.01. Financial Statements		76
SECTION 6.02. Certificates; Other Information		77
SECTION 6.03. Notices		78
SECTION 6.04. Payment of Obligations		79
SECTION 6.05. Preservation of Existence, Etc		79
SECTION 6.06. Maintenance of Properties		79
SECTION 6.07. Maintenance of Insurance		80
SECTION 6.08. Compliance with Laws		80
SECTION 6.09. Books and Records		80
SECTION 6.10. Inspection Rights		80
SECTION 6.11. Covenant to Guarantee Obligations and Give Security		80
SECTION 6.12. Compliance with Environmental Laws		83
SECTION 6.13. Further Assurances and Post-Closing Conditions		83
SECTION 6.14. Designation of Subsidiaries		85
SECTION 6.15. Flood Insurance		85
SECTION 6.16. Orbitz Indebtedness		85
SECTION 6.17. Post-Closing Matters		85
SECTION 6.18. Bond Conversion Offer		86

ii

	Page
ARTICLE VII
Negative Covenants
SECTION 7.01. Liens		87
SECTION 7.02. Investments		91
SECTION 7.03. Indebtedness		95
SECTION 7.04. Fundamental Changes		99
SECTION 7.05. Dispositions		101
SECTION 7.06. Restricted Payments		104
SECTION 7.07. Change in Nature of Business		107
SECTION 7.08. Transactions with Affiliates		107
SECTION 7.09. Burdensome Agreements		108
SECTION 7.10. Accounting Changes		109
SECTION 7.11. Prepayments, Etc. of Indebtedness		109
SECTION 7.12. Equity Interests of the Borrower and Restricted Subsidiaries		110
SECTION 7.13. Holding Company; Foreign Subsidiaries		110
ARTICLE VIII
Events of Default and Remedies
SECTION 8.01. Events of Default		110
SECTION 8.02. Remedies Upon Event of Default		114
SECTION 8.03. Exclusion of Immaterial Subsidiaries		114
SECTION 8.04. Application of Funds		114
ARTICLE IX
Administrative Agent and Other Agents
SECTION 9.01. Appointment and Authorization of Agents		115
SECTION 9.02. Delegation of Duties		116
SECTION 9.03. Liability of Agents		116
SECTION 9.04. Reliance by Agents		117
SECTION 9.05. Notice of Default		118
SECTION 9.06. Credit Decision; Disclosure of Information by Agents		118
SECTION 9.07. Indemnification of Agents		118
SECTION 9.08. Agents in their Individual Capacities		119
SECTION 9.09. Successor Agents		119
SECTION 9.10. Administrative Agent May File Proofs of Claim		120
SECTION 9.11. Collateral and Guaranty Matters		121
SECTION 9.12. [Reserved]		122
SECTION 9.13. Appointment of Supplemental Agents or Collateral Agents		122

iii

	Page
ARTICLE X
Miscellaneous
SECTION 10.01. Amendments, Etc		124
SECTION 10.02. Notices and Other Communications; Facsimile Copies		126
SECTION 10.03. No Waiver; Cumulative Remedies		129
SECTION 10.04. Attorney Costs, Expenses and Taxes		129
SECTION 10.05. Indemnification by the Borrower		130
SECTION 10.06. Payments Set Aside		131
SECTION 10.07. Successors and Assigns		131
SECTION 10.08. Confidentiality		135
SECTION 10.09. Setoff		136
SECTION 10.10. Interest Rate Limitation		136
SECTION 10.11. Counterparts		137
SECTION 10.12. Integration		137
SECTION 10.13. Survival of Representations and Warranties		137
SECTION 10.14. Severability		137
SECTION 10.15. Tax Forms		137
SECTION 10.16. GOVERNING LAW		140
SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY		140
SECTION 10.18. Binding Effect		140
SECTION 10.19. Judgment Currency		141
SECTION 10.20. Lender Action		141
SECTION 10.21. USA PATRIOT Act		141
SECTION 10.22. Intercreditor Agreement		141

SCHEDULES
	1.01	A	Certain Security Interests and Guarantees
	1.01	B	Unrestricted Subsidiaries
	1.01	C	Excluded Subsidiaries
	2.01	(a)	Initial Tranche A Term Lenders
	2.01	(b)	Initial Tranche B Term Lenders
	7.01	(b)	Existing Liens
	7.02	(f)	Existing Investments
	7.03	(b)	Existing Indebtedness
	7.04	(f)	Permitted Subsidiary Fundamental Changes
	7.05	(k)	Dispositions
	7.05	(m)	Permitted Subsidiary Dispositions
	7.08		Transactions with Affiliates
	7.09		Existing Restrictions
	10.02		Administrative Agent’s Office, Certain Addresses for Notices

iv

EXHIBITS

Form of

A	Committed Loan Notice
B	Note
C	Compliance Certificate
D	Assignment and Assumption
E	Guaranty
F	Security Agreement
G	Intellectual Property Security Agreement
H	Intercreditor Agreement
I	Tranche A Intercompany Note
J	Tranche B Intercompany Note

v

EXECUTION VERSION

     SECOND LIEN CREDIT AGREEMENT, dated as of September 30, 2011, among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, and each Lender from time to time party hereto.

PRELIMINARY STATEMENTS

          WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

          WHEREAS, the direct parent of Holdings, Travelport Holdings Limited (“THL”), has issued indebtedness under Credit Agreement dated as of March 27, 2007 (the “Original Holdco Credit Agreement”) among THL, Credit Suisse, Cayman Islands Branch, as the Administrative Agent, the lenders and other financial institutions party thereto (“THL Lenders”);

          WHEREAS, the maturity of the indebtedness outstanding under the Original Holdco Credit Agreement requires the restructuring of the indebtedness of THL, Holdings and the Borrower;

          WHEREAS, the extension of the Tranche A Term Loans and the Tranche B Term loans to the Borrower is necessary to induce the THL Lenders to agree to reduce the principal amount of and to extend the maturity of the indebtedness outstanding under the Original Holdco Credit Agreement;

          WHEREAS, the Borrower acknowledges that the reduction of the principal amount and the extension of the maturity of the indebtedness outstanding under the Original Holdco Credit Agreement represent substantial value to the Borrower and such reduction and extension of maturity of the indebtedness outstanding under the Original Holdco Credit Agreement, as well as the extension of the Tranche A Term Loans and the Tranche B Term Loans, are in the best interests of the Borrower;

          WHEREAS, the Lenders have agreed to extend certain loans to the Borrower, on the terms and subject to the conditions set forth herein, consisting of (a) $135,000,000 aggregate

principal amount of Tranche A Term Loans and (b) $207,500,000 aggregate principal amount of Tranche B Term Loans;

          WHEREAS, the Borrower and the Guarantors have agreed to satisfy, and to cause their respective Subsidiaries to satisfy, the Collateral and Guarantee Requirement, as applicable.

          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

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

          “2016 Senior Notes” means $250,000,000 in aggregate principal amount of the Borrower’s 9% senior dollar fixed rate notes due 2016.

          “2016 Senior Notes Indenture” means the Indenture for the 2016 Senior Notes, dated as of August 18, 2010.

          “5% Shareholder” means any Person that, to the knowledge of the Borrower (after due inquiry), together with its Affiliates, directly or indirectly holds 5% or more of the outstanding Equity Interests of Holdings and shall include the Affiliates of any such Person.

          “Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Holdings, Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

          “Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA”.

          “Act” has the meaning specified in Section 10.21.

2

          “Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Rate Borrowing for any Interest Period, an interest rate per annum equal to the LIBO Rate in effect for such Interest Period multiplied by a fraction (expressed as a decimal), the numerator of which is one (1.00) and the denominator of which is one (1.00) minus the applicable Statutory Reserves for such Interest Period.

          “Administrative Agent” means Wells Fargo Bank, National Association, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent.

          “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

          “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

          “Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).

          “Agreement” means this Second Lien Credit Agreement.

          “Agreement Currency” has the meaning specified in Section 10.19.

          “Applicable Rate” means a percentage per annum equal to the following percentages per annum:

Eurocurrency Rate for	Base Rate for
Loans	Loans
6.00%	5.00%

3

          “Appropriate Lender” means, at any time, with respect to Loans of any Class, the Lenders of such Class.

          “Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

          “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

          “Assignees” has the meaning specified in Section 10.07(b).

          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

          “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

          “Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

          “Audited Financial Statements” means the audited combined balance sheets of Holdings and its Subsidiaries as of each of December 31, 2010, 2009 and 2008, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Holdings and its Subsidiaries for the fiscal years ended December 31, 2010, 2009 and 2008, respectively.

          “Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as announced to the Borrower from time to time by Wells Fargo as its “prime rate.” The “prime rate” is a rate set by Wells Fargo based upon various factors, including Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the announcement of such change.

          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.

4

          “Bond Conversion Offer” means an offer by the Borrower to convert any and all Loans into a like aggregate principal amount of debt securities of the Borrower (the “Conversion Bonds”) that are identical in all material respects to the Loans and guaranteed, to the extent applicable, on a secured basis by each Guarantor of the Loans, except that (i) interest thereon shall accrue from the last date on which accrued and outstanding interest was paid in full on the Loans (including pursuant to Section 2.08(e)) or, if no such interest has been paid, from the Closing Date and (ii) the Conversion Bonds shall be entitled to the benefits of a trust indenture that is identical in all material respects to this Agreement as in effect prior to the Consummation Date (other than such changes to the trust indenture as are necessary to comply with the TIA with respect to securities of this nature) (such indenture, the “Indenture”).

          “Borrower” has the meaning specified in the introductory paragraph to this Agreement.

          “Borrower Materials” has the meaning specified in Section 10.02(a).

          “Borrowing” means a borrowing consisting of Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period.

          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and, if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

          “Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings, the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for such period and (c) the value of all assets under Capitalized Leases incurred by Holdings, the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment

5

for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay any First Lien Loans pursuant to Section 2.05(b) of the First Lien Credit Agreement or Indebtedness pursuant to Section 2.05(b) hereof, (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by Holdings, the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings, the Borrower or any Restricted Subsidiary and for which none of Holdings, the Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by Holdings, the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions.

          “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

          “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.

          “Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings, the Borrower or any Restricted Subsidiary:

     (a) Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

     (b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in each case having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

6

     (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

     (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

     (e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

     (f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

     (g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

     (h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

7

     (i) Investments, classified in accordance with GAAP as current assets of Holdings, the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

          “Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

          “Change of Control” means the earliest to occur of:

     (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if:

     (i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings at such time or (B) the Permitted Holders own a majority of the outstanding voting Equity Interests of Holdings at such time, or

     (ii) at any time upon or after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the then outstanding voting stock of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

     (b) any “Change of Control” (or any comparable term) in any document pertaining to the First Lien Credit Agreement, the 2016 Senior Notes, the High Yield

8

Notes, any Junior Financing or any Permitted Refinancing Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount; or

     (c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

          “Class” (a) when used with respect to Lenders, refers to whether such Lenders are Tranche A Term Lenders or Tranche B Term Lenders and (b) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Tranche A Term Loans or Tranche B Term Loans.

          “Closing Date” means September 30, 2011.

          “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and rules and regulations related thereto.

          “Collateral” means all of the “Collateral”, or terms of similar import, as defined in any Collateral Document, including the Mortgaged Properties.

          “Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

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

     (a) the Administrative Agent shall have received each Collateral Document required to be delivered pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

     (b) all Obligations shall have been unconditionally guaranteed on or prior to the Closing Date by Holdings, TDS Intermediate Parent, any Intermediate Holding Company that is not an Excluded Subsidiary and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and not an Excluded Subsidiary;

     (c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the Guaranties to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guaranty;

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     (d) the Obligations and the Guaranties delivered on or prior to the Closing Date shall have been secured by a second-priority security interest in: (i) all of the Equity Interests of the Borrower, (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each wholly owned direct Subsidiary of Holdings, TDS Intermediate Parent, an Intermediate Holding Company, the Borrower or a Domestic Subsidiary of Holdings that is a Guarantor on the Closing Date and (iii) 65% of the issued and outstanding Equity Interests of each wholly owned Foreign Subsidiary that is directly owned by Holdings, an Intermediate Holding Company, the Borrower or any Domestic Subsidiary of Holdings that is a Guarantor on the Closing Date;

     (e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guaranties shall have been secured by a perfected security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Domestic Guarantor (including accounts (other than deposit accounts or other bank or securities accounts, which are the subject of clause (f) below), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;

     (f) subject to the Intercreditor Agreement and Section 6.11(c), with respect to each domestic deposit account and other domestic bank and securities accounts (other than Excluded Accounts (as defined in the Security Agreement)), maintained by the Borrower or any Domestic Guarantor with any depositary bank or securities intermediary, the Collateral Agent shall have received a counterpart, duly executed and delivered by the Borrower or the applicable Domestic Guarantor and such depositary bank or securities intermediary, as the case may be, of a control agreement, as soon as practicable but in no event later than one hundred twenty (120) days after the Discharge Date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion);

     (g) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01;

     (h) subject to Section 6.17, the Collateral Agent shall have received (i) counterparts of a second lien Mortgage with respect to (x) the owned real property of the Loan Parties located at 5350 South Valentia Way, Greenwood Village, Colorado delivered in accordance with Section 6.17 and (y) each owned property required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such

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Mortgage as a valid second-priority Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other existing available documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property;

     (i) subject to Section 6.17 and clause (k) below, Holdings and the Borrower shall use commercially reasonable best efforts to ensure that, to the extent permitted by Law and subject to no material adverse tax, regulatory or legal consequences (as determined by Holdings in good faith after consultation with the Administrative Agent), the Obligations shall be unconditionally guaranteed in full by each Restricted Subsidiary of Holdings (other than an Excluded Subsidiary) that is not required to provide a guarantee pursuant to clause (b) above, and upon the actual execution and delivery of each such guarantee pursuant to this Agreement, such guarantee will also be considered a Guaranty and such guarantor will also be considered a Guarantor for all purposes of this Agreement and the other Loan Documents;

     (j) subject to Section 6.17 and clause (k) below, Holdings and the Borrower shall use commercially reasonable best efforts to ensure that, to the extent permitted by Law and subject to no material adverse tax, regulatory or legal consequences (as determined by Holdings in good faith after consultation with the Administrative Agent), the Obligations and the Guaranties shall have been secured by a second-priority security interest in: (i) 100% of the Equity Interests of each direct wholly owned Foreign Subsidiary of Holdings (to the extent not already subject to a 100% pledge pursuant to clause (d) above), (ii) 100% of the issued and outstanding non-voting Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower (to the extent not already subject to a 100% pledge pursuant to clause (d) above) and (iii) 65% of the issued and outstanding voting Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower (to the extent not already subject to a 65% pledge pursuant to clause (d) above); provided that with respect to each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower the non-voting Equity Interests of such Foreign Subsidiary pledged pursuant to the foregoing clause (ii) and voting Equity Interests of such Foreign Subsidiary pledged pursuant to the foregoing clause (iii) shall collectively not exclude more than an immaterial portion of the economic value of such Foreign Subsidiary; and

     (k) no Restricted Subsidiary shall be required to provide a guarantee pursuant to clause (i) above (and any such Restricted Subsidiary shall be automatically released from its obligations under a Guaranty) or have its Equity Interests pledged pursuant to clause (j) above (and any such Equity Interest pledged shall be automatically released) if it is determined by Holdings acting in good faith that (i) the total assets of such Restricted Subsidiary on a consolidated basis have a value of less than $2,500,000 as of the date of the most recent financial information prepared for such Restricted Subsidiary (or, if such

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financial information has not been prepared within the prior 12 months, as of a reasonably recent date determined by such Restricted Subsidiary) or (ii) there are holders of minority interests in such Restricted Subsidiary or pledges or Liens on the assets of such Restricted Subsidiary or any other arrangement that would prevent the economic value of such Restricted Subsidiary from being available to the Secured Parties in an Insolvency Proceeding (as defined in the Intercreditor Agreement) of Holdings.

          For purposes of clauses (i) and (j) above, commercially reasonable best efforts shall include appropriate amendments to charters and/or the interposition of intermediate holding companies in furtherance of the requirements of this definition.

          The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect to leases of real property entered into by the Borrower or any other Domestic Guarantor, the Borrower shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Borrower and (c) Orbitz TopCo and its Subsidiaries shall not be subject to the Collateral and Guarantee Requirements other than pursuant to Section 6.16.

          Notwithstanding anything to the contrary herein or in any other Loan Document, the Obligations and Guaranties shall not be secured by any Person’s rights, title or interest in or to the Loans held by such Person.

          Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on the Tranche A Intercompany Note or the Tranche A Term Loans until the Permitted Transfer Date.

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          “Collateral Documents” means, collectively, the Intercreditor Agreement, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements, control agreements or other similar agreements delivered to the Collateral Agent for the benefit of the Lenders pursuant to Section 6.11, Section 6.13 or Section 6.17, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Secured Parties.

          “Committed Loan Notice” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

          “Communications” has the meaning specified in Section 10.02(a).

          “Compensation Period” has the meaning specified in Section 2.12(c)(ii).

          “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

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

     (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

     (i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities;

     (ii) provision for taxes based on income, profits or capital of Holdings, the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes paid or accrued during such period;

     (iii) depreciation and amortization including amortization of Capitalized Software Expenditures;

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     (iv) Non-Cash Charges;

     (v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans (other than any amounts that could be added back to Consolidated EBITDA pursuant to clause (vi) or (ix) below, but for the cap contained therein);

     (vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities), which amount, when combined with the amounts added pursuant to clause (ix) below, shall not exceed $35,000,000 for any period consisting of four consecutive quarters;

     (vii) any deductions attributable to minority interests;

     (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor to the extent permitted hereunder;

     (ix) the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Closing Date and costs related to the closure and/or consolidation of facilities, the separation from Cendant Corporation and the business-to-consumer platform, which amount, when combined with the amounts added pursuant to clause (vi) above, shall not exceed $35,000,000 for any period consisting of four consecutive fiscal quarters;

     (x) any costs or expenses incurred by Holdings, the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings, the Borrower or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests); and

     (xi) on and after the Worldspan Closing Date, any payments with respect to the FASA Credits; less

          (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

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     (i) extraordinary gains and unusual or non-recurring gains;

     (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period);

     (iii) gains on asset sales (other than asset sales in the ordinary course of business);

     (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments;

     (v) all gains from investments recorded using the equity method; provided that Consolidated EBITDA shall be increased by the amount of dividends or distributions or other payments from such investment to a Loan Party or the Restricted Subsidiary which made the investment that are actually paid in cash during such period (or to the extent converted into cash during such period); and

     (vi) United EBITDA;

in each case, as determined on a consolidated basis for Holdings, the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

     (i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses (after any offset) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk);

     (ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments (after any offset) resulting from the application of Statement of Financial Accounting Standards No. 133; and

     (iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each

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such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition”, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of by Holdings, the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) non-cash losses on discontinued operations and asset sales, disposals or abandonments (including, without limitation, the Travel 2 Travel 4 operations being disposed), (b) any impairment charge or asset write-off including, without limitation, those related to intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges including, without limitation, the amortization of up-front bonuses in connection with the supplier services business (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

     “Consolidated Lease Expense” means, for any period, all rental expenses of Holdings, the Borrower and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.

          “Consolidated Net Income” means, for any period, the net income (loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period determined on a

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consolidated basis in accordance with GAAP, excluding, without duplication, (a) the net income of any Restricted Subsidiary of Holdings (other than any Guarantors) during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or requirement of law or regulation applicable to that Restricted Subsidiary during such period unless such restriction has been legally waived, (b) extraordinary items for such period, (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or integration or non-recurring merger costs incurred during such period as a result of any such transaction (including, without limitation, (i) bonuses paid in connection with the Gullivers Travel Associates Acquisition and (ii) any adjustments to liabilities owing to former owners of Orbitz under a tax sharing agreement), (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (f) (i) accruals and reserves that are established within twelve months after August 23, 2006 that are so required to be established as a result of the First Lien Original Closing Date Transactions in accordance with GAAP and (ii) accruals and reserves that are established within twelve months after the Worldspan Closing Date that are so required to be established as a result of the Worldspan Transactions in accordance with GAAP; provided that, for the avoidance of doubt, any net income attributable to a Restricted Subsidiary shall only constitute Consolidated Net Income after deducting for any minority interests in such Restricted Subsidiary. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible assets, deferred revenue and debt line items in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the First Lien Original Closing Date Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof, net of taxes (other than the impact of unfavorable contract liabilities and commission agreements under purchase accounting). In addition, FASA Credits provided by Worldspan, L.P. to Northwest or Delta shall reduce consolidated net income in the period in which such credit was provided regardless of accounting treatment in accordance with GAAP, except to the extent FASA Credits have been prepaid with the proceeds of debt issuances by Worldspan Technologies Inc.

          “Consolidated Total Debt” means, as of any date of determination, (a)(i) the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the First Lien Original Closing Date Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, plus (ii) the present value of all remaining payments due under the FASA Credits at an assumed 11% discount rate (unless remaining payments under the FASA Credits

17

are classified as a liability on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, in which case, the amount under this clause (ii) shall be the amount of such liability), minus (b) without duplication, the aggregate amount of cash and Cash Equivalents credited to the First Lien Tranche S Collateral Account as of such date and the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(l), Section 7.01(r), Section 7.01(s), clauses (i) and (ii) of Section 7.01(u) and Section 7.01(aa)) included in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated Total Debt shall not include the First Lien Synthetic L/C Facilities or the First Lien Credit-Linked Deposits, except to the extent of First Lien Unreimbursed Amounts thereunder and outstanding First Lien Tranche S Term Loans and First Lien Non-Extended Synthetic L/C Loans.

          “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans, First Lien Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

          “Consummation Date” has the meaning specified in Section 6.18.

          “Continuing Directors” means the directors of Holdings on the First Lien Original Closing Date, as elected or appointed after giving effect to the First Lien Original Closing Date Transaction and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).

          “Contract Consideration” has the meaning specified in the definition of “Excess Cash Flow.”

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

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          “Control” has the meaning specified in the definition of “Affiliate.”

          “Conversion Bonds” has the meaning specified in the definition of “Bond Conversion Offer.”

          “Debtor Relief Laws” means 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 the United States or 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, the passage of time, or both, would be an Event of Default.

          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

          “Delta” means Delta Air Lines, Inc., a Delaware corporation.

          “Delta FASA” means the Delta Founder Airline Services Agreement, dated as June 30, 2003, between Delta and the Borrower.

          “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by Holdings, the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

          “Discharge Date” has the meaning specified in Section 6.11(c).

          “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to Holdings, the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

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          “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, event of loss or asset disposition so long as any rights of the holders thereof upon the occurrence of a change of control, event of loss or asset disposition event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date.

          “Dollar” and “$” mean lawful money of the United States.

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

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

          “ECF Percentage” has the meaning specified in Section 2.05(b).

          “Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

          “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

          “Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to

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Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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

          “Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

          “Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

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

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any

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liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

          “Escrow Agreement” has the meaning specified in the PIK Credit Agreement.

          “Euro” and “EUR” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.

          “Eurocurrency Rate” means, when used in reference to any Loan or Borrowing, a reference to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

          “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

          “Event of Default” has the meaning specified in Section 8.01.

          “Excess Cash Flow” means, for any period, an amount equal to the excess of:

          (a) the sum, without duplication, of:

     (i) Consolidated Net Income for such period,

     (ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

     (iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions (other than acquisitions of inventory in the ordinary course of business) by Holdings, the Borrower and the Restricted Subsidiaries completed during such period)), and

     (iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

          (b) the sum, without duplication, of:

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     (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income,

     (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

     (iii) the aggregate amount of all principal payments of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) any Mandatory Bond Prepayments and (C) the amount of any mandatory prepayment of Indebtedness pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding all other prepayments of Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

     (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

     (v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by Holdings, the Borrower and the Restricted Subsidiaries during such period),

     (vi) cash payments by Holdings, the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings, the Borrower and the Restricted Subsidiaries other than Indebtedness,

     (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02(b), (i) or (n) to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,

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     (viii) [Reserved],

     (ix) the aggregate amount of expenditures actually made by Holdings, the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

     (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings, the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

     (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

     (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

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

          “Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about

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10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

          “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary of Holdings, (b) each Subsidiary listed on Schedule 1.01C hereto, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of (i) a Foreign Subsidiary of Borrower or (ii) a Foreign Subsidiary (other than an Intermediate Holding Company or a Subsidiary of Borrower) of Holdings, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness, provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, and (f) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

          “FASA Credits” means the Delta FASA Credits and the Northwest FASA Credits, as defined in the Delta FASA and the Northwest FASA, respectively.

          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo on such day on such transactions as determined by the Administrative Agent.

          “First Lien Credit-Linked Deposit” means “Credit-Linked Deposit” as defined in the First Lien Credit Agreement.

          “First Lien Collateral Documents” has the meaning assigned to the term “Collateral Documents” in the First Lien Credit Agreement.

          “First Lien Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated on September 30, 2011, among the Borrower, Holdings, the First Priority Administrative Agent, the First Priority Collateral Agent, UBS AG, Stamford Branch, as L/C issuer and as swing line lender, each lender

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from time to time party thereto and the other agents and arrangers named therein, and as further amended, amended and restated, supplemented or otherwise modified from time to time; provided that the term First Lien Credit Agreement shall also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original First Lien Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior First Lien Credit Agreement). Any reference to the First Lien Credit Agreement herein shall be deemed a reference to any First Lien Credit Agreement then in existence.

          “First Lien Credit Agreement Permitted Refinancing Indebtedness” means “Permitted Refinancing Indebtedness” as defined in the First Lien Credit Agreement as in effect on the date hereof.

          “First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation” means “Permitted Refinancing Indebtedness Documentation” as defined in the First Lien Credit Agreement as in effect on the date hereof.

          “First Lien Debt Documents” means each First Lien Credit Agreement, the First Lien Collateral Documents and the other “Loan Documents” as defined in any First Lien Credit Agreement, including each mortgage and other security documents, guaranties and the notes, if any, issued thereunder.

          “First Lien Loans” means the senior secured first lien loans under the First Lien Credit Agreement (or any other Indebtedness under the First Lien Credit Agreement that refinances such senior secured first lien loans).

          “First Lien Non-Extended Synthetic L/C Loans” means “Non-Extended Synthetic L/C Loans” as defined in the First Lien Credit Agreement.

          “First Lien Original Closing Date” means August 23, 2006.

          “First Lien Original Closing Date Transactions” means “Transactions” as defined in the First Lien Credit Agreement as in effect on the date hereof.

          “First Lien Secured Hedge Agreements” means “Secured Hedge Agreements” as defined in the First Lien Credit Agreement.

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          “First Lien Secured Parties” means the First Priority Administrative Agent, the First Priority Collateral Agent and each person that is a lender or other secured party under the First Lien Credit Agreement.

          “First Lien Synthetic L/C Facilities” means “Synthetic L/C Facilities” as defined in the First Lien Credit Agreement.

          “First Lien Tranche S Collateral Account” means “Tranche S Collateral Account” as defined in the First Lien Credit Agreement.

          “First Lien Tranche S Term Loans” means “Tranche S Term Loans” as defined in the First Lien Credit Agreement.

          “First Lien Unreimbursed Amount” means “Unreimbursed Amount” as defined in the First Lien Credit Agreement.

          “First Priority Administrative Agent” has the meaning assigned to such term in the Intercreditor Agreement.

          “First Priority Collateral Agent” has the meaning assigned to such term in the Intercreditor Agreement.

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

          “Foreign Holdco” means a direct wholly owned Subsidiary of Holdings which shall hold all of Holdings’ interests in all of its other Foreign Subsidiaries.

          “Foreign Lender” has the meaning specified in Section 10.15(a)(i).

          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States.

          “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings which is not a Domestic Subsidiary.

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

          “Funded Debt” means all Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans and the First Lien Loans.

          “GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

          “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Granting Lender” has the meaning specified in Section 10.07(h).

          “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect

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such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

          “Guarantors” means each Person that is required to and has unconditionally guaranteed all Obligations to the extent set forth in the definition of “Collateral and Guarantee Requirement”.

          “Guaranty” means (a) the second lien guaranty made by Holdings and the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit E and (b) each other second lien guaranty and second lien guaranty supplement delivered pursuant to Section 6.11.

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

          “High Yield Notes” means the Senior Notes and Senior Subordinated Notes.

          “High Yield Notes Documentation” means the High Yield Notes, and all documents executed and delivered with respect to the High Yield Notes, including the Senior Notes Indentures and the Senior Subordinated Notes Indenture.

          “Holdings” has the meaning specified in the introductory paragraph to this Agreement.

          “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

     (c) net obligations of such Person under any Swap Contract;

     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (f) all Attributable Indebtedness;

     (g) all obligations of such Person in respect of Disqualified Equity Interests; and

     (h) all Guarantees of such Person in respect of any of the foregoing.

          For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

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          “Indemnified Liabilities” has the meaning specified in Section 10.05.

          “Indemnitees” has the meaning specified in Section 10.05.

          “Indenture” has the meaning specified in the definition of “Bond Conversion Offer.”

          “Information” has the meaning specified in Section 10.08.

          “Intellectual Property Security Agreement” means the Second Lien Intellectual Property Security Agreement, substantially in the form attached as Exhibit G.

          “Intercreditor Agreement” means (i) the Intercreditor Agreement, substantially in the form of Exhibit H, among the Administrative Agent, the Collateral Agent, the First Priority Administrative Agent, the First Priority Collateral Agent, the Borrower and the other Loan Parties or (ii) any other intercreditor agreement among the Administrative Agent, the Collateral Agent, the First Priority Administrative Agent (if then in effect), the First Priority Collateral Agent (if then in effect), the Borrower and the other Loan Parties and the other parties party thereto on terms that are no less favorable in any material respect to the Secured Parties as those contained in the form attached as Exhibit H, in each case, as amended, restated, supplemented or otherwise modified from time to time (or replaced in connection with a Permitted Refinancing).

          “Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

          “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date three months thereafter; provided that:

     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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

     (c) no Interest Period shall extend beyond the Maturity Date.

          “Intermediate Holding Company” means any Subsidiary of Holdings that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower.

          “Intermediate Parent” has the meaning specified in the introductory paragraph to this Agreement.

          “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

          “Investment Fund” means an Affiliate of Holdings that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which Holdings does not, directly or indirectly, actually direct or cause the direction of the investment policies of such entity.

          “Investment Transaction” means, (a) the contribution of the Tranche A Term Loans to Travelport Guarantor as a capital contribution, (b) the guaranty by Travelport Guarantor of certain obligations under the PIK Credit Agreement and the pledge of the Tranche A Term Loans to secure Travelport Guarantor’s obligations under such guaranty, and the escrow arrangements related thereto, (c) the consummation of any other transactions incidental to any of the foregoing and (d) the payment of fees and expenses in connection with any of the foregoing.

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          “IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

          “IP Rights” has the meaning specified in Section 5.15.

          “IRS” means the United States Internal Revenue Service.

          “Judgment Currency” has the meaning specified in Section 10.19.

          “Junior Financing” has the meaning specified in Section 7.11(a).

          “Junior Financing Documentation” means any documentation governing any Junior Financing.

          “L/C Obligations” has the meaning specified in the First Lien Credit Agreement.

          “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “Lender” means a Tranche A Term Lender or a Tranche B Term Lender, as the context may require, and their respective successors and assigns as permitted hereunder.

          “Lending Office” means, as to any Lender, the office or offices of such Lender, as a Lender may from time to time notify the Borrower and the Administrative Agent.

          “LIBO Rate” means, with respect to any Eurocurrency Rate Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying

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such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

          “Loan” means an extension of credit made by a Lender to the Borrower under Article II in the form of a Tranche A Term Loan or a Tranche B Term Loan, as the context may require.

          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty and (iv) the Collateral Documents.

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

          “Management Stockholders” means the members of management of Holdings or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

          “Mandatory Bond Prepayments” has the meaning specified in the First Lien Credit Agreement as in effect on the date hereof.

          “Master Agreement” has the meaning specified in the definition of “Swap Contract.”

          “Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document.

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          “Maturity Date” means December 1, 2016.

          “Maximum Rate” has the meaning specified in Section 10.10.

          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

          “Mortgage” means a mortgage document in form and substance substantially similar to the Mortgage (as defined in and delivered pursuant to the First Lien Credit Agreement) secured on a second-priority basis.

          “Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

          “Mortgaged Properties” has the meaning specified in paragraph (h) of the definition of “Collateral and Guarantee Requirement”.

          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions or, during the preceding five plan years, has made or been obligated to make contributions.

          “Net Cash Proceeds” means:

     (a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents, the First Lien Debt Documents and Permitted Refinancing Indebtedness), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserves

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for adjustment in respect of (x) the sale price of such assets or assets established in accordance with GAAP, including working capital adjustments, (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters, and (z) any indemnification obligations associated with such asset or assets or such transaction (provided that, solely with respect to the Permitted Disposition, amounts deducted from Net Cash Proceeds pursuant to this subclause (D) shall not exceed, individually or in the aggregate, $30,000,000), it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $7,250,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $21,750,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

     (b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

          “Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA”.

          “Non-Consenting Lender” has the meaning specified in Section 3.07(d).

          “Northwest” means Northwest Airlines, Inc., a Minnesota corporation.

          “Northwest FASA” means the Northwest Founder Airline Services Agreement, dated as of June 30, 2003, between Northwest and the Borrower.

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          “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to be applied to prepay the First Lien Loans or the Loans pursuant to Section 2.05(b), and (b) was not previously applied, or is not simultaneously being applied, to any Investment, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of a Junior Financing pursuant to Section 7.02(n), 7.06(g)(i), 7.06(i) or 7.11(a).

          “Note” means any promissory note of the Borrower payable to a Lender (or its registered assigns) evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from extensions of credit made by such Lender hereunder, which shall be in substantially the form set forth in Exhibit B or in such other form reasonably satisfactory to the Borrower, the Administrative Agent and the applicable Lender.

          “Notice Date” has the meaning specified in Section 6.18.

          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (i) the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (ii) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

          “Opt-out Notice” has the meaning specified in Section 6.18.

          “Orbitz Business” means the Subsidiaries of Holdings whose assets and operations comprise the Orbitz Worldwide Business division of Holdings (as such division is currently comprised) and do not contain any portion (other than de minimis portions) of any business, operations or assets of Holdings or any of its Subsidiaries other than the Orbitz Worldwide Business (as such division is currently comprised).

          “Orbitz IPO” means the initial public offering of common Equity Interests of Orbitz Worldwide, Inc., completed on July 25, 2007.

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          “Orbitz TopCo” means a Subsidiary that is part of the Orbitz Business that owns any and all of the other Subsidiaries of Holdings comprising the Orbitz Business.

          “Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

          “Original Holdco Credit Agreement” has the meaning specified in the recitals to this Agreement.

          “Other Sponsor” shall mean another financial sponsor identified to the Administrative Agent that is a purchaser of Equity Interests in Holdings on or prior to December 4, 2008.

          “Other Taxes” has the meaning specified in Section 3.01(b).

          “Participant” has the meaning specified in Section 10.07(e).

          “Participating Member State” means each state so described in any EMU Legislation.

          “Patriot Act” has the meaning specified in Section 4.01(h).

          “PBGC” means the Pension Benefit Guaranty Corporation.

          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

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          “Permitted Acquisition” has the meaning specified in Section 7.02(i).

          “Permitted Disposition” means the disposition of GTA Holdco Limited, GTA Americas LLC, Columbus Technology Developments Limited and Octopus Travel.com (USA) Ltd, in each case pursuant to the Permitted Disposition Agreement.

          “Permitted Disposition Agreement” means the Share Purchase Agreement, dated as of March 5, 2011 by and among Gullivers Services Limited, Travelport (Bermuda) Ltd. and Travelport Inc., as the sellers, Travelport Limited, as the Travelport guarantor, Kuoni Holdings Plc, Kuoni Holding Delaware, Inc. and KIT Solution AG, as the purchasers, and Kuoni Reisen Holding AG, as the Kuoni guarantor.

          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO, of the Borrower or an Intermediate Holding Company) to the extent permitted hereunder.

          “Permitted Holders” means each of (i) the Sponsor, (ii) the Management Stockholders and (iii) the Other Sponsor; provided that if the Management Stockholders own beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as Permitted Holders of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time; provided further that if the Other Sponsor owns beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, it shall be treated as a Permitted Holder of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time.

          “Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e) or 7.03(v), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e) or 7.03(v), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b) or 7.03(t), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the

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Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

          “Permitted Refinancing Indebtedness” means (a) Indebtedness of the Borrower and any Guarantees thereof by the Guarantors incurred to refinance the Loans; provided that (i) the stated final maturity of such Indebtedness is not earlier than 91 days after the Maturity Date in effect on the date of incurrence thereof, and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such 91st day (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Indebtedness upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof), (ii) such Indebtedness is not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the date that is 91 days after the Maturity Date in effect on the date of incurrence thereof, provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of each Class of the Loans outstanding as of the date of incurrence thereof, (iii) such Indebtedness shall not be an obligation (including pursuant to a Guarantee) of any Person other than the Borrower and the Guarantors, (iv) 100% of the Net Cash Proceeds of such Indebtedness shall be applied, on the date of the incurrence thereof to repay or prepay all or any portion of the outstanding Loans, (v) such Indebtedness shall not be secured by any Lien on any property or assets of Holdings or any Subsidiary, provided that any such Indebtedness 100% of the Net Cash Proceeds of which are applied in accordance with clause (iv) above may be secured on a second priority basis by such property and assets of Holdings and the Subsidiaries as secure the Obligations, and (vi) both immediately prior and after giving effect thereto, no Default exists or would result therefrom and (b) any Permitted Refinancing in respect of the Indebtedness referred to in clause (a) above.

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          “Permitted Refinancing Indebtedness Documentation” means any documentation governing any Permitted Refinancing Indebtedness.

          “Permitted Transfer Date” has the meaning specified in the PIK Credit Agreement attached as Exhibit A to Exhibit F (Amendment Agreement) to the Disclosure Statement, dated September 28, 2011, filed by Holdings with the Securities and Exchange Commission.

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

          “PIK Credit Agreement” means the Amended and Restated Credit Agreement, among Travelport Holdings, Wells Fargo Bank, National Association, as administrative agent, each lender from time to time party thereto and the other agents and arrangers named therein, in substantially the form attached as Exhibit A to Exhibit F (Amendment Agreement) to the Disclosure Statement, dated September 28, 2011, filed by Holdings with the Securities and Exchange Commission, as such Amended and Restated Credit Agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

          “PIK Guarantee” means any Guarantee by Holdings, the Borrower or any Restricted Subsidiary in respect of any obligations of Travelport Holdings under the PIK Credit Agreement.

          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

          “Platform” has the meaning specified in Section 10.02(a).

          “Post-Acquisition Period” means, with respect to the acquisition of an Acquired Entity or Business, the period beginning on the date such acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such acquisition is consummated.

          “Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-

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Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of Holdings, the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

          “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by Holdings, the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings, the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

          “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of Loans outstanding of such Lender of the applicable Class or Classes at such time and the denominator of which is the amount of the aggregate principal amount of Loans outstanding of the applicable Class or Classes at such time; provided that if all Loans have been repaid, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such repayment; provided further that the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender after giving effect to any subsequent assignments made pursuant to the terms hereof.

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          “Public Lender” has the meaning specified in Section 10.02(a).

          “Purchase Agreement” means the Purchase Agreement by and among Cendant Corporation, Travelport LLC and TDS Investor LLC dated as of June 30, 2006.

          “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

          “Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings, any Intermediate Holding Company or the Borrower of its common Equity Interests in an underwritten primary public offering (other than an offering solely in respect of an employee stock purchase program) in the United States, Canada, Switzerland or any member nation of the European Union.

          “Refinanced Loans” has the meaning specified in Section 10.01.

          “Register” has the meaning specified in Section 10.07(d).

          “Rejection Notice” has the meaning specified in Section 2.05(b)(vi).

          “Replacement Loans” has the meaning specified in Section 10.01.

          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

          “Request” has the meaning specified in Section 6.18.

          “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Total Outstandings; provided that the portion of Total Outstandings held or deemed held by Holdings or any Affiliate thereof (other than an Investment Fund) shall be excluded for purposes of making a determination of Required Lenders.

          “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,

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partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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

          “Restricted Subsidiary” means any Subsidiary of Holdings (including any Intermediate Holding Company) other than an Unrestricted Subsidiary and other than the Borrower.

          “Restructuring Transaction” means, collectively, (a) the amendment of the First Lien Credit Agreement, (b) the formation of Travelport Guarantor, (c) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party on the Closing Date, (d) the incurrence by the Borrower of the Loans made on the Closing Date, (e) the sale of the Loans to Holdings on the Closing Date in exchange for the Tranche A Intercompany Note and the Tranche B Intercompany Note, (f) a cash dividend in the amount of $89,500,000 from the Borrower to its direct or indirect parent companies, the proceeds of which shall be used by Holdings to make a $85,000,000 cash dividend to Travelport Holdings on the Closing Date, (g) the dividend of the Tranche B Term Loans by Holdings to Travelport Holdings on or after the Closing Date, (h) the consummation of any other transactions incidental to any of the foregoing and as disclosed to the Administrative Agent and the Lenders prior to the Closing Date and (i) the payment of fees and expenses in connection with any such other transaction or any of the foregoing.

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

          “Same Day Funds” means immediately available funds.

          “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Supplemental Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

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          “Security Agreement” means, collectively, the Second Lien Security Agreement executed by the Loan Parties, substantially in the form of Exhibit F, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

          “Security Agreement Supplement” has the meaning specified in the Security Agreement.

          “Senior Notes” means, collectively, (a) $450,000,000 in aggregate principal amount of the Borrower’s 9⁷/₈% senior dollar fixed rate notes due 2014, (b) $150,000,000 in aggregate principal amount of the Borrower’s dollar floating rate senior unsecured notes due 2014 and (c) €235,000,000 in aggregate principal amount of the Borrower’s euro floating rate senior unsecured notes due 2014.

          “Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of August 23, 2006.

          “Senior Subordinated Notes” means, collectively, (a) $300,000,000 in aggregate principal amount of the Borrower’s 11⁷/₈% senior subordinated notes due 2016 and (b) €160,000,000 in aggregate principal amount of the Borrower’s 10⁷/₈% senior euro fixed rate notes due 2016.

          “Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of August 23, 2006.

          “Sold Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA”.

          “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

          “SPC” has the meaning specified in Section 10.07(h).

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          “Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment or Subsidiary designation that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

          “Sponsor” means The Blackstone Group and its Affiliates, but not including, however, any of its portfolio companies.

          “Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Sponsor and the Borrower.

          “Sponsor Termination Fees” means the one time payment under the Sponsor Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

          “Statutory Reserves” means, for any Interest Period for any Eurocurrency Rate Borrowing in Dollars, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurocurrency Rate Borrowings shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

          “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

          “Subsidiary Guarantor” means, collectively, the Subsidiaries of Holdings that are Guarantors.

          “Successor Borrower” has the meaning specified in Section 7.04(d).

          “Supplemental Agent” has the meaning specified in Section 9.13, and “Supplemental Agents” shall have the corresponding meaning.

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          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

          “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

          “Taxes” has the meaning specified in Section 3.01(a).

          “TDS Intermediate Parent” has the meaning specified in the introductory paragraph to this Agreement.

          “Test Period” in effect at any time shall mean the most recent period of four consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b). A Test Period may be designated by reference to the last day thereof (i.e., the “March 31, 2012 Test Period” refers to the period of four consecutive fiscal quarters of Holdings ended March 31, 2012), and a Test Period shall be deemed to end on the last day thereof.

          “THL” has the meaning specified in the recitals to this Agreement.

          “THL Lenders” has the meaning specified in the recitals to this Agreement.

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          “Threshold Amount” means $47,125,000.

          “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

          “Total Assets” means the total assets of the Borrower, Holdings and Holdings’ Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of Holdings delivered pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Unaudited Financial Statements.

          “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

          “Total Outstandings” means, with respect to the Tranche A Term Loans and Tranche B Term Loans, on any date, the principal amount outstanding thereof after giving effect to any borrowings and prepayments or repayments of the Tranche A Term Loans and Tranche B Term Loans, as the case may be, occurring on such date.

          “Tranche A Intercompany Note” means that certain subordinated promissory note, dated as of the Closing Date made by Holdings to the Borrower in an amount equal to the initial aggregate principal amount of the Tranche A Term Loans made on the Closing Date, which shall be substantially in the form of Exhibit I.

          “Tranche B Intercompany Note” means that certain subordinated promissory note, dated as of the Closing Date made by Holdings to the Borrower in an amount equal to the initial aggregate principal amount of the Tranche B Term Loans made on the Closing Date, which shall be substantially in the form of Exhibit J.

          “Tranche A Term Lender” means, at any time, any Lender that has a Tranche A Term Loan at such time.

          “Tranche B Term Lender” means, at any time, any Lender that has a Tranche B Term Loan at such time.

          “Tranche A Term Loan” has the meaning specified in Section 2.01(a).

          “Tranche B Term Loan” has the meaning specified in Section 2.01(b).

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          “Travelport Holdings” means Travelport Holdings Limited, a Bermuda company.

          “Travelport Guarantor” means Travelport Guarantor LLC, a Delaware limited liability company, which is a direct wholly owned Subsidiary of Holdings.

          “Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

          “Unaudited Financial Statements” means the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date, which financial statements shall be prepared in accordance with GAAP.

          “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code, as the same may from time to time be in effect in the State of New York, or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

          “United EBITDA” means (i) for each fiscal quarter ending on or prior to March 31, 2012, $60,000,000, (ii) for the fiscal quarter ending June 30, 2012, $45,000,000, (iii) for the fiscal quarter ending September 30, 2012, $30,000,000, (iv) for the fiscal quarter ending December 31, 2012, $15,000,000 and (v) for any subsequent fiscal quarter, $0.

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

          “Unrestricted Subsidiary” means (a) each Subsidiary of Holdings listed on Schedule 1.01B and (b) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date, and any Subsidiary of such Subsidiary.

          “U.S. Lender” has the meaning specified in Section 10.15(b).

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

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          “Wells Fargo” means Wells Fargo Bank, National Association and its successors.

          “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) directors’ qualifying shares and (b) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

          “Worldspan Closing Date” means “Worldspan Closing Date” as defined in the First Lien Credit Agreement as in effect on the date hereof.

          “Worldspan Transactions” means “Worldspan Transactions” as defined in the First Lien Credit Agreement as in effect on the date hereof.

          SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

          (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

          (b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

     (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

     (iii) The term “including” is by way of example and not limitation.

     (iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

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          Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

          SECTION 1.03. Accounting Terms.

     (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

     (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

          SECTION 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

          SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

          SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

          SECTION 1.07. Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than

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as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

          SECTION 1.08. Currency Equivalents Generally.

     (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

     (b) For purposes of determining compliance under Sections 7.02, 7.05 and 7.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

ARTICLE II

THE LOANS

     SECTION 2.01.The Loans.

     (a) The Tranche A Term Borrowings. On the Closing Date, upon satisfaction of the applicable conditions set forth in Section 4.01, the Tranche A Lender shall extend credit to the Borrower by delivering the Tranche A Intercompany

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Note to the Borrower, which extension of credit (i) shall be denominated in Dollars, and (ii) shall be made in that aggregate principal amount set forth on Schedule 2.01(a) hereto (each such extension of credit, a “Tranche A Term Loan”). Tranche A Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

          (b) The Tranche B Term Borrowings. On the Closing Date, upon satisfaction of the applicable conditions set forth in Section 4.01, the Tranche B Lender shall extend credit to the Borrower by delivering the Tranche B Intercompany Note to the Borrower, which extension of credit (i) shall be denominated in Dollars and (ii) shall be made in that aggregate principal amount set forth on Schedule 2.01(b) hereto (each such extension of credit, a “Tranche B Term Loan”). Tranche B Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

     SECTION 2.02. Borrowings, Conversions and Continuations of Loans.

          (a) Each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (New York, New York time) (i) three (3) Business Days prior to the requested date of any continuation of Eurocurrency Rate Loans denominated in Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in Dollars and (ii) one (1) Business Day before the requested date of any conversion to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Tranche A Term Loans or Tranche B Term Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount and Class of Loans to be converted or continued and (iv) the Type of Loans to which existing Loans are to be converted. If with respect to Loans denominated in Dollars the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans.

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          (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable conversion or continuation of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a).

          (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

          (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Wells Fargo prime rate used in determining the Base Rate promptly following the announcement of such change.

          (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect.

     SECTION 2.03. [Reserved].

     SECTION 2.04. [Reserved].

     SECTION 2.05. Prepayments.

               (a) Optional.

          (i) Subject to Section 8.04, and so long as all amounts outstanding under the First Lien Credit Agreement have been paid in full in Same Day Funds and there are no commitments or letters of credit outstanding under the First Lien Credit Agreement (unless fully cash collateralized), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans of any Class, in whole or in part, without premium or penalty; provided that (A) such notice must be received by

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the Administrative Agent not later than 12:00 p.m. (New York, New York time) (1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and shall be irrevocable, except as permitted under Section 2.05(b). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

          (iii) Each voluntary prepayment of Loans of any Class pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07 as directed by the Borrower.

          (b) Mandatory. The provisions of this paragraph (b) shall be subject to Section 2.05(d) below.

          (i) Subject to Section 8.04, and within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of the Loans then outstanding equal to (A) 100% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans (as defined in the First Lien Credit Agreement) during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans (as defined in the First Lien Credit Agreement) during such fiscal year to the extent the Revolving Credit Commitments (as defined in the First Lien Credit Agreement) are voluntarily permanently reduced by the amount of such payments, in the

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case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness.

          (ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g) or (h)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days (but in the case of a Disposition effected pursuant to Section 7.05(o), five (5) Business Days) after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of the Loans then outstanding equal to 100% (or, in the case of a Disposition made solely pursuant to Section 7.05(n), such lesser percentage of Net Cash Proceeds as may be specified in Section 7.05(n) with respect to such Disposition) of all Net Cash Proceeds realized or received; provided that, other than in the case of a Disposition made pursuant to Section 7.05(o), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

          (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than (I) any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A) or (II) any Disposition pursuant to Section 7.05(o)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the business of Holdings and/or its Subsidiaries within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 2.05(b).

          (iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of the

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Loans then outstanding equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

          (iv) [Reserved].

          (v) Each prepayment of Loans pursuant to this Section 2.05(b) shall be allocated among the Classes of Loans on a ratable basis and, within each Class of Loans, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (vi) of this Section 2.05(b).

          (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment; provided that any Rejection Notice may be rejected by the Borrower by 5:00 p.m. (New York time) on the day of its receipt and shall thereupon become ineffective. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Loans. In the event a Lender rejects all or any portion of its Pro Rata Share of any mandatory prepayment of Loans required pursuant to clauses (i) through (iii) of this Section 2.05(b), the rejected portion of such Lender’s Pro Rata Share of such prepayment shall be retained by the Borrower.

          (vii) Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a cash collateral account (which shall be under the sole dominion and control of the Administrative Agent and otherwise reasonably satisfactory to the Administrative Agent)

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until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

          (c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.

          (d) Repayment of First Lien Credit Agreement. Notwithstanding the foregoing provisions of this Section 2.05, no prepayment of the Loans shall be made pursuant to this Section 2.05 until all amounts outstanding under the First Lien Credit Agreement and the other First Lien Debt Documents have been paid in full in Same Day Funds and there are no commitments or letters of credit outstanding under the First Lien Credit Agreement (unless fully cash collateralized).

          SECTION 2.06. [Reserved].

          SECTION 2.07. Repayment of Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Maturity Date for the Loans, the aggregate principal amount of all Loans outstanding on such date.

          SECTION 2.08. Interest.

          (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the Closing Date at a rate per annum equal to the Base Rate plus the Applicable Rate.

          (b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

          (d) Subject to Section 2.08(e), interest on each Loan shall be payable in Dollars.

          (e) Accrued interest on the Loans shall be capitalized as of and added to principal on each Interest Payment Date; provided that the Borrower shall, if the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement as in effect on the date hereof) as of the end of the most recent Test Period is below 3.00:1, pay any such accrued interest in cash to the extent permitted under the First Lien Credit Agreement (as in effect on the Closing Date). The Borrower shall notify the Administrative Agent (and a Responsible Officer of the Borrower shall certify to the Administrative Agent that the First Lien Leverage Ratio as of the most recent Test Period is below 3:00:1) of such cash payment no later than two Business Days prior to making such payment.

          SECTION 2.09. Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

          SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Wells Fargo’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five/three hundred and sixty-six (365/366) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

          SECTION 2.11. Evidence of Indebtedness.

          (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in

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the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

          (b) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

          SECTION 2.12. Payments Generally.

          (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) may, in the sole discretion of the Administrative Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

          (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or

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principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

          (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

          (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate from time to time in effect; and

          (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to make Loans pursuant to Section 2.01 or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

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          (d) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Total Outstandings.

          SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

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ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

          SECTION 3.01. Taxes.

          (a) Except as provided in this Section 3.01, any and all payments by the Borrower or any Guarantor to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance,

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enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

          (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable and paid under this Section 3.01) payable by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within ten (10) days after the date such Lender or such Agent makes a demand therefor.

          (d) Each Lender shall severally indemnify each Agent for any taxes (including any taxes that are excluded from the definition of “Taxes” pursuant to this Section 3.01, but, in the case of any Taxes, only to the extent that the Borrower has not already indemnified such Agent for such Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by such Agent in connection with this Agreement and any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that such Agent provides the Lender with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(d) shall be made within ten (10) days after the date such Agent makes a demand therefor.

          (e) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the Lending Office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (provided that nothing in this clause (e) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in Lending Office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

          (f) Notwithstanding anything else herein to the contrary, if a Foreign Lender or an Agent is subject to U.S. federal withholding tax at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes

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a party to this Agreement, U.S. federal withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon U.S. federal withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Assumption pursuant to which a Foreign Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of U.S. federal withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to U.S. federal withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) U.S. federal withholding tax, if any, applicable with respect to the Lender assignee on such date. A Lender that is entitled to an exemption from or reduction of Bermuda withholding tax shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender or be otherwise materially disadvantageous to such Lender; provided further that the Borrower, shall reimburse such Lender for any material out-of-pocket costs that are incurred by the Lender with respect to providing any such documentation.

          (g) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its

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ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

          (h) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage; provided further that nothing in this Section 3.01(h) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

          (i) Each of the Borrower and the Lenders shall treat each of the Tranche A Term Loans and the Tranche B Term Loans as debt for U.S. federal income tax purposes and will not take any position on any federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Extended Tranche A Loan and the Extended Tranche B Loan as debt for U.S. federal income tax purposes.

          SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

          SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or

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that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a conversion to or continuation of Base Rate Loans in the amount specified therein.

          SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

          (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes indemnifiable pursuant to Section 3.01, (ii) changes in the basis of taxation of overall net income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by any jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office or (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

          (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay

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to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

          (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided that the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided further that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

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          SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

          (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan; or

          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

          For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

          SECTION 3.06. Matters Applicable to All Requests for Compensation.

          (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

          (b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate

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Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

          (c) If the obligation of any Lender to continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

          (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

          (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

          (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis and Interest Periods) in accordance with their respective Pro Rata Share.

          SECTION 3.07. Replacement of Lenders under Certain Circumstances.

          (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate

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Loans as a result of any condition described in Section 3.02 or Section 3.04 or (ii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

     (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s outstanding Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s outstanding Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

     (c) Notwithstanding anything to the contrary contained above, any Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

     (d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

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          SECTION 3.08. Survival. All of the Borrower’s obligations under this Article 3 shall survive repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO EFFECTIVENESS

          SECTION 4.01. Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i)	executed counterparts of this Agreement, the Intercreditor Agreement and each Guaranty;
(ii)	a Note executed by the Borrower in favor of each Lender, upon the request of any Lender made through the Administrative Agent;
(iii)	each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party thereto, together with, evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iv)	a Perfection Certificate with respect to the Loan Parties dated as of the Closing Date,
(v)	in respect of each Loan Party, a certificate of such Loan Party attaching (i) a copy of its Organization Documents and, to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate governmental authority; (ii) signature and incumbency certificates of the officers of such Loan Party executing the Loan Documents to which such Loan Party is a Party; (iii) resolutions of the board of directors, board of managers or similar governing body (and, if applicable, of the shareholders or members) of such Loan Party approving and authorizing the execution, delivery and performance of the Loan

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Documents to which such Loan Party is a party or is to be a party on the Closing Date, certified as of the Closing Date by its secretary, an assistant secretary, director, counsel, attorney or other Responsible Officer as being in full force and effect without modification or amendment; (iv) if applicable in the jurisdiction of incorporation, organization or formation, as applicable, of such Loan Party, a good standing, status or similar certificate from the applicable governmental authority of such Loan Party’s jurisdiction of incorporation, organization or formation, each dated the Closing Date or a recent date prior thereto; and (v) other certificates of Responsible Officers of such Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(vi)	a certificate signed by a Responsible Officer of the Borrower certifying that (x) since December 31, 2010 there has been no Material Adverse Effect and (y) as of the Closing Date, after giving effect to the Loans made on the Closing Date, no Default or Event of Default exists hereunder and no “Default” or “Event of Default” exists under and as defined in the First Lien Credit Agreement;
(vii)	a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Restructuring Transaction, from the Chief Financial Officer of the Borrower;
(viii)	evidence that all insurance (other than title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that, subject to the terms of the Intercreditor Agreement, the Collateral Agent has been named as loss payee and additional insured under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; and
(ix)	copies of recent Lien search results in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties.

(b)	All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.
(c)	The Borrower and the Administrative Agent shall each have executed a fee letter between the Borrower and the Administrative Agent and the Borrower shall have

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	paid to the Administrative Agent any fees required to be paid on or prior to the Closing Date as provided therein.
(d)	The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.
(e)	No Default shall exist or would result from the Loans made on the Closing Date.
(f)	The Administrative Agent shall have received copies of opinions from (i) Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Borrower, which shall, in addition to the customary opinions addressed below, also include validity and perfection of liens and (ii) Bermuda, Gibraltar and Luxembourg counsel to the Borrower, each such opinion addressed to the Administrative Agent and each Lender and addressing due authorization, execution and delivery and enforceability of the Loan Documents.
(g)	The Administrative Agent shall have received a form UCC-1 financing statement for each Loan Party, naming such Loan Party as debtor and the Collateral Agent as secured party, in proper form for filing in the applicable filing office.
(h)	Each Lender shall have received all documentation and other information requested by each Lender at least five (5) Business Days prior to the Closing Date and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”).

ARTICLE V

REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Agents and the Lenders on the Closing Date that:

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          SECTION 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

          SECTION 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Restructuring Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

          SECTION 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Restructuring Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

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          SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

ARTICLE VI

AFFIRMATIVE COVENANTS

          Until the Consummation Date, each of Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

          SECTION 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

          (a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

          (b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

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          (c) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings that holds all of the Equity Interests of Holdings) or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

          SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

          (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements;

          (b) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

          (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

          (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder

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of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of the First Lien Credit Agreement, High Yield Notes Documentation, Junior Financing Documentation or Permitted Refinancing Indebtedness Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

          (e) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report) (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and

          (f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

          Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’ or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holdings’ or the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

          SECTION 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:

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          (a) of the occurrence of any Default;

          (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event; and

          (c) of any amendments, restatements, supplements or other material modifications to the First Lien Debt Documents.

          Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

          SECTION 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

          SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

          SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications,

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improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

          SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings, Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

          SECTION 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

          SECTION 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings or such Subsidiary, as the case may be.

          SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with Holdings’ independent public accountants.

          SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied at all

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times, including but in any such case subject to Section 6.17 and the terms of the Intercreditor Agreement.

          (a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:

          (i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

               (A) cause each such Restricted Subsidiary that is or is required to be a Domestic Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a book value in excess of $7,250,000 in detail reasonably satisfactory to the Administrative Agent;

               (B) cause (x) each such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

               (C) (x) cause each such Restricted Subsidiary that is required to become a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral

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Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent; and

               (D) take, and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to take, whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;

          (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and

          (iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement and has a book value in excess of $7,250,000 any existing title reports, surveys or environmental assessment reports.

     (b) (i) [Reserved].

          (ii) after the Closing Date, promptly after (x) the acquisition of any material personal property by the Borrower or any Domestic Guarantor or (y) the acquisition of any owned real property by the Borrower or any Domestic Guarantor with a book value in excess of $7,250,000, and if such personal property or owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the

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extent required by the Collateral and Guarantee Requirement and will take, or cause the Borrower or relevant Domestic Guarantor to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.

          (c) with respect to each domestic deposit account and other domestic bank and securities accounts (other than Excluded Accounts (as defined in the Security Agreement)), maintained by the Borrower or any Domestic Guarantor with any depositary bank or securities intermediary, subject to the Intercreditor Agreement and upon receipt of a written notice from the First Priority Administrative Agent to the applicable depositary bank or securities intermediary, with a copy to the Borrower or any Domestic Guarantor, as applicable, that a Discharge of First Priority Claims (as defined in the Intercreditor Agreement) has occurred (such date, the “Discharge Date”), the Borrower and each applicable Domestic Guarantor, shall enter into a control agreement with such depositary bank or securities intermediary as soon as practicable but in no event later than one hundred and twenty (120) days of the Discharge Date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion).

          SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

          SECTION 6.13. Further Assurances and Post-Closing Conditions.

          (a) Promptly upon reasonable request by the Administrative Agent or the Required Lenders (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Required Lenders may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

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          (b) In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such owned real property within thirty (30) days of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal of, a ground lease in respect of, such real property in each case together with:

          (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

          (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent, (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting second priority Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

          (iii) opinions of local counsel for the Loan Parties in states in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

          (iv) evidence that each such space lease contains a provision reasonably acceptable to the Administrative Agent permitting a collateral assignment with respect to such provisions; provided that the Administrative Agent shall be permitted to waive this requirement if it is reasonably satisfied that the Borrower has used its commercially reasonable efforts to comply with this requirement; and

          (v) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

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          SECTION 6.14. Designation of Subsidiaries. The board of directors of Holdings may at any time on or prior to the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or at any time designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing and (ii) no Subsidiary (other than Orbitz TopCo and its Subsidiaries) may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the First Lien Credit Agreement or any Junior Financing, as applicable. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted Subsidiaries unless and until designated as a Restricted Subsidiary in accordance with the other provisions of the Loan Documents, and of the First Lien Debt Documents, applicable to designating Unrestricted Subsidiaries as Restricted Subsidiaries, and Travelport Guarantor shall continue to be an Unrestricted Subsidiary until the Settlement Date (as defined in the PIK Credit Agreement). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the net book value of Holdings’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

          SECTION 6.15. Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

          SECTION 6.16. Orbitz Indebtedness. If Orbitz Topco, any of its Subsidiaries or any other Person whose primary assets or operations comprise a portion of the Orbitz Business and that is not then a Loan Party Guarantees or otherwise becomes liable for any Indebtedness of Holdings and its Subsidiaries (other than Orbitz Topco, any of its Subsidiaries or any other Person whose primary assets or operations comprise a portion of the Orbitz Business), such Person shall become subject to the Collateral and Guarantee Requirement hereunder as if such Person were a Restricted Subsidiary (it being understood that in such case such Person shall, other than for purposes of granting guarantees and collateral pursuant to the Collateral and Guarantee Requirement, not be considered a Restricted Subsidiary hereunder).

          SECTION 6.17. Post-Closing Matters.

          (a) To the extent such items have not been delivered as of the Closing Date, within one hundred and twenty (120) days after the Closing Date, unless waived or extended by the Collateral Agent in its sole discretion, the Borrower and the applicable Domestic Guarantor shall deliver to the Collateral Agent: (i) counterparts of a second lien Mortgage with respect to (x) the owned real property of the Loan

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Parties located at 5350 South Valentia Way, Greenwood Village, Colorado and (y) the Mortgaged Properties duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid second priority Lien on the property described therein, free and clear of all other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably require, (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other existing documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property, and (iv) evidence that all other actions, recordings and filings in connection with the Mortgage that the Administrative Agent may deem reasonably necessary shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; provided that the applicable Loan Party shall not be required to deliver the foregoing items if such Mortgaged Property shall have been sold, transferred or otherwise disposed of pursuant to a Disposition permitted by Section 7.05 within 120 days after the Closing Date.

          (b) Within two hundred and seventy (270) days after the Closing Date, or such longer period that is reasonably acceptable to the Administrative Agent, Holdings shall use commercially reasonable efforts to ensure that the requirements set forth in clauses (i) and (j) of the Collateral and Guarantee Requirement are satisfied.

          SECTION 6.18. Bond Conversion Offer. No earlier than thirty (30) calendar days after the Closing Date and no later than sixty (60) calendar days after the Closing Date, Lenders holding more than 50% of the Total Outstandings with respect to the Tranche B Term Loans may deliver an irrevocable written request (the “Request”) to the Borrower to commence a Bond Conversion Offer. As soon as practicable (and in any event within twenty (20) calendar days) after receipt of the Request (the “Notice Date”, the Borrower shall provide notice of the Bond Conversion Offer (specifying the Consummation Date) to each Tranche B Term Lender and the Loans held by each Tranche B Term Lender shall be converted to Conversion Bonds on the Consummation Date, unless such Tranche B Lender notifies the Borrower in writing (which notice shall be irrevocable) within three (3) Business Days of the Notice Date of its intent to not participate in the Bond Conversion Offer (the “Opt-out Notice”). No later than five (5) Business Days after the Notice Date (the “Consummation Date”), the Bond Conversion Offer shall be consummated and the Borrower shall (or shall be deemed to) (i) convert all Tranche B Loans that were not the subject of an Opt-out Notice and all Tranche A Loans into Conversion Bonds, (ii) cause the trustee under the Indenture to authenticate and deliver Conversion Bonds in global form with customary legends for private bonds with a principal amount equal to the principal amount of the Loans converted on the Consummation Date and (iii) execute and deliver the Indenture and any other documents and instruments contemplated thereby or hereby. The Borrower agrees that the Consummation Date shall occur no later than thirty (30) calendar days after delivery of the Request. It is understood and agreed that on and after the Consummation Date (x) any Loans that have not been converted pursuant to the Bond Conversion Offer shall no longer be secured by the Collateral Documents, and the Liens and security interests provided for

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in the Collateral Documents shall secure the Conversion Bonds, (y) neither Holdings or its Subsidiaries shall be bound by any of the affirmative and negative covenants set forth in Article VI and Article VII, respectively, and (z) none of the Events of Default (other than Sections 8.01(a), (f) and (g)) shall be applicable.

ARTICLE VII

NEGATIVE COVENANTS

          Until the Consummation Date, Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

          SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

          (a) Liens pursuant to any Loan Document;

          (b) Liens existing on the First Lien Original Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

          (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

          (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect

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thereto are maintained on the books of the applicable Person in accordance with GAAP;

          (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

          (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

          (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, the Borrower or any material Subsidiary;

          (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

          (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

          (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings, the Borrower or any material Subsidiary or (ii) secure any Indebtedness;

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          (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

          (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or to be applied against the purchase price for such Investment, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

          (n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party as of the Closing Date and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03;

          (o) Liens in favor of Holdings, the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);

          (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien permitted by this clause (p) upon or in the same property previously subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any change in any direct or contingent obligor) of the amount or value secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such

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requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g) or (k);

          (q) any interest or title of a lessor under leases entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

          (r) Liens (pari passu with the Liens securing the Obligations) on all or a portion of the Collateral to secure Permitted Refinancing Indebtedness and First Lien Credit Agreement Permitted Refinancing Indebtedness;

          (s) Liens encumbering out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

          (t) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

          (u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;

          (v) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

          (w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);

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          (x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;

          (y) Liens arising from precautionary Uniform Commercial Code financing statement filings;

          (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

          (aa) Liens securing Indebtedness and other obligations under the First Lien Credit Agreement and the First Lien Debt Documents (including Liens securing any First Lien Credit Agreement Permitted Refinancing Indebtedness); and

          (bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $94,250,000.

Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time, other than pursuant to Section 7.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii), (w) or (aa), and no Liens (other than those referred to in Section 7.01(a), (r) or (aa)) shall be permitted on the Collateral consisting of the Equity Interests of the Borrower or the Foreign Holdco.

Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on any Mortgaged Property other than pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q), (r), (x) and (aa) of this Section 7.01 (to the extent, with reference to clause (j) of this Section 7.01, the Borrower and the applicable Loan Party shall use commercially reasonable efforts to cause such leases, licenses, subleases or sublicenses to be subordinate to the lien of any Mortgage).

          SECTION 7.02. Investments. Make or hold any Investments, except:

          (a) Investments by Holdings, the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

          (b) loans or advances to officers, directors and employees of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof or after a Qualifying IPO, the Borrower or any Intermediate Holding Company) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $9,425,000;

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          (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary which becomes a Loan Party and excluding any Foreign Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by the Borrower or any Restricted Subsidiary (A) in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments in Persons that are not Loan Parties (together with, but without duplication of, (a) the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B), (b) the aggregate consideration paid on or prior to the Closing Date in respect of Permitted Acquisitions of Persons that did not become Loan Parties pursuant to Section 7.02(i)(B) of the First Lien Credit Agreement, and (c) any amounts invested in Foreign Subsidiaries that are not Loan Parties on or prior to the Closing Date pursuant to Section 7.02(c)(iii)(A) of the First Lien Credit Agreement , but in each case after giving effect to any Investment permitted by Section 7.02(q)(including any amounts invested on or prior to the Closing Date pursuant to Section 7.02(q) of the First Lien Credit Agreement)) shall not exceed $471,250,000 (net of any return representing a return of capital in respect of any such Investment) or (B) in any Foreign Subsidiary that is a Loan Party, consisting of the contribution of Equity Interests of any other Foreign Subsidiary held directly by the Borrower or such Restricted Subsidiary in exchange for Indebtedness, Equity Interests or a combination thereof of the Foreign Subsidiary to which such contribution is made, (C) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (D) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party, to the extent such Guarantees are permitted under Section 7.03 and (iv) by any Foreign Subsidiary that is a Loan Party in any other Foreign Subsidiary that is a Loan Party (other than any new Restricted Subsidiary that becomes a Loan Party);

          (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

          (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

          (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings, the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the

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amount of any Investment permitted pursuant to this Section 7.02(f) is not materially increased from the amount of such Investment on the Closing Date via the transfer of assets from any of Holdings or any Subsidiary thereof to such Investment;

          (g) Investments in Swap Contracts permitted under Section 7.03;

          (h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

          (i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of Holdings (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

               (A) subject to clause (B) below, a majority of all property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be Guarantors and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any provisions of the Collateral and Guarantee Requirement);

               (B) the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties (together with, but without duplication of, (a) the aggregate amount of all Investments in Foreign Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii)(A), (b) the aggregate amount of Investments in Foreign Subsidiaries that are not Loan Parties made on or prior to the Closing Date pursuant to Section 7.02(c)(iii)(A) of the First Lien Credit Agreement, and (c) any amounts paid on or prior to the Closing Date pursuant to Section 7.02(i)(B) of the First Lien Credit Agreement, but in each case after giving effect to any Investments permitted under Section 7.02(q) (including any amounts invested on or prior to the Closing Date pursuant to Section 7.02(q) of the First Lien Credit Agreement)) shall not exceed $471,250,000 (net of any return representing a return of capital in respect of any such Investment);

               (C) the acquired property, assets, business or Person is in the same line of business as Holdings and the Subsidiaries, taken as a whole;

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               (D) the board of directors (or similar governing body) of the Person to be so purchased or acquired shall not have indicated publicly its opposition to the consummation of such purchase or acquisition (which opposition has not been publicly withdrawn);

               (E) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; and

               (F) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

          (j) the First Lien Original Closing Date Transaction, the Restructuring Transaction and the Investment Transaction;

          (k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

          (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

          (m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 7.06(h), (i) or (j);

          (n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, other Investments that do not exceed $26,000,000 in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by the Net Cash Proceeds of Permitted Equity

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Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 of the First Lien Credit Agreement) that are Not Otherwise Applied;

          (o) advances of payroll payments to employees in the ordinary course of business;

          (p) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or the Borrower or an Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company);

          (q) Investments held by a Restricted Subsidiary (acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date), to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

          (r) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

          (s) [Reserved]; and

          (t) any Investments in Orbitz TopCo, so long as the amount actually invested in Orbitz TopCo by Holdings or a Restricted Subsidiary does not increase upon and following the Orbitz IPO (it being understood that increases in the value of Orbitz TopCo upon and following the Orbitz IPO that do not result from Investments by Holdings or a Restricted Subsidiary in Orbitz TopCo shall be permitted by this clause (t));

provided that (x) the only Investment in Travelport Guarantor that shall be permitted to be made under this Section 7.02 shall be pursuant to the Investment Transaction and (y) no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings.

          SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

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          (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan Documents;

          (b) Indebtedness (i) outstanding on the First Lien Original Closing Date and listed on Schedule 7.03(b) and, other than in respect of any letter of credit or any surety bond listed thereon or any drawing upon any such letter of credit or surety bond, any Permitted Refinancing thereof; and (ii) intercompany Indebtedness outstanding on the First Lien Original Closing Date;

          (c) Guarantees by Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness of Holdings, the Borrower or any Restricted Subsidiary otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness, the First Lien Credit Agreement, any High Yield Note, Junior Financing, Permitted Refinancing Indebtedness or First Lien Credit Agreement Permitted Refinancing Indebtedness shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

          (d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement;

          (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness outstanding at any one time pursuant to this Section 7.03(e) shall not exceed 5.0% of Total Assets at such time;

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          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

          (g) Indebtedness of the Borrower, any Foreign Subsidiary or any Guarantor (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom and (B) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this clause (g) does not exceed $145,000,000; provided that the aggregate amount of Indebtedness outstanding at Persons that are not Loan Parties pursuant to this clause (g) and clause (n) below shall not exceed $100,000,000 at any one time;

          (h) (i) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided that, in each case, such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured, (w) both immediately prior and after giving effect thereto, no Default shall exist or result therefrom, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the High Yield Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (z) with respect to such Indebtedness described in the immediately preceding clause (B) or any Permitted Refinancing thereof, is incurred by the Borrower or a Guarantor; provided further that notwithstanding anything contained in the Loan Documents to the contrary, (a) the maximum principal amount of all Indebtedness described in clause (A) of this paragraph (together with any Permitted Refinancing of Indebtedness in respect thereof) with respect to which a Restricted Subsidiary that is not a Guarantor may become

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liable shall be $145,000,000 and (b) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be of those Persons who were obligors of such Indebtedness immediately prior to such Permitted Acquisition;

          (i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

          (j) Indebtedness to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06;

          (k) Indebtedness incurred by Holdings, the Borrower or any Restricted Subsidiary in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition to the extent constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

          (l) Indebtedness consisting of obligations of Holdings, the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with the First Lien Original Closing Date Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

          (m) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

          (n) Indebtedness in an aggregate principal amount not to exceed $362,500,000, at any time outstanding; provided that a maximum of $145,000,000 in aggregate principal amount of such Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Guarantors outstanding at any time under Section 7.03(g)) may be incurred by Foreign Subsidiaries that are not Guarantors;

          (o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

          (p) Indebtedness incurred by Holdings, the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business,

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including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

          (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings, the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

          (r) [Reserved];

          (s) Indebtedness supported by a letter of credit, in a principal amount not to exceed the face amount of such letter of credit, so long as such letter of credit is otherwise permitted under this Section 7.03;

          (t) Indebtedness in respect of the High Yield Notes and any Permitted Refinancing thereof;

          (u) Permitted Refinancing Indebtedness and First Lien Credit Agreement Permitted Refinancing Indebtedness;

          (v) Indebtedness under the First Lien Credit Agreement and the First Lien Debt Documents; and

          (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above;

provided that no Indebtedness that would otherwise be permitted under this Section 7.03 shall be permitted hereunder to the extent such Indebtedness constitutes a PIK Guarantee.

          SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

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          (a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

          (b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders;

          (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or a Borrower, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

          (d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation

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and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement;

          (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;

          (f) so long as no Default exists or would result therefrom and no material assets have been transferred to such Subsidiaries from Holdings or any Subsidiary thereof from the Closing Date to the date of such dissolution or liquidation, the Subsidiaries listed on Schedule 7.04(f) may be dissolved or liquidated; and

          (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

          SECTION 7.05. Dispositions. Make any Disposition, except:

          (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;

          (b) Dispositions of inventory and immaterial assets in the ordinary course of business;

          (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

          (d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or a Borrower (i) the transferee thereof must either be a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

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          (e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01 and Investments permitted by Section 7.02;

          (f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by Holdings, the Borrower or any Restricted Subsidiary on the Closing Date, the fair market value of all property so Disposed of after the Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(j)) shall not exceed 6.5% of Total Assets per year and (ii) with respect to such property acquired by Holdings, the Borrower or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

          (g) Dispositions in the ordinary course of business of Cash Equivalents;

          (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries;

          (i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

          (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (j) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed 6.5% of Total Assets per year and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $18,850,000, Holdings, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on Holdings’, the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings, the Borrower

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or such Restricted Subsidiary from such transferee that are converted by Holdings, the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by Holdings, the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 2.5% of Total Assets (as such term is defined in each of the Senior Notes Indentures as of the Closing Date) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

          (k) any Disposition of any Subsidiary listed on Schedule 7.05(k), so long as no material assets are transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the Closing Date to the date of such Disposition;

          (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

          (m) any Disposition of any Subsidiary listed on Schedule 7.05(m) to any wholly owned Subsidiary that is not a Loan Party so long as no material assets are transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the Closing Date to the date of such Disposition;

          (n) any Disposition of Equity Interests of Orbitz TopCo; provided that if the obligations under the First Lien Credit Agreement have been paid in full in Same Day Funds and there are no commitments or letters of credit outstanding under the First Lien Credit Agreement (unless fully collateralized), then Net Cash Proceeds of such Disposition shall be subject to Section 2.05(b) hereof;

          (o) entry into the Permitted Disposition Agreement and consummation of the Permitted Disposition; provided that (i) the Permitted Disposition shall not be consummated unless at least $655,000,000 of Net Cash Proceeds will be received by the Borrower and/or its Subsidiaries (other than an Unrestricted Subsidiary) upon consummation thereof, (ii) such Net Cash Proceeds shall have been applied to prepay First Lien Loans pursuant to Section 2.05(b)(ii) of the First Lien Credit Agreement; (iii) notwithstanding any provision to the contrary contained in the Loan Documents, the Permitted Disposition shall only be made pursuant to and in accordance with this Section 7.05(o) and not pursuant to any other provision of this Agreement, and (iv) the Borrower shall give prompt written notice to the Administrative Agent of the

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earlier to occur of (A) the termination or expiration of the Permitted Disposition Agreement and (B) the consummation of the Permitted Disposition;

          (p) any Disposition consisting of a substantially concurrent cancellation of the Tranche A Intercompany Note and Tranche A Term Loans in the event that the Permitted Transfer Date fails to occur on or prior to September 30, 2012; and

          (q) the Disposition of the Tranche A Term Loans to Travelport Guarantor pursuant to the Investment Transaction;

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (m) and (q) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

          SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

          (a) the Borrower and each Restricted Subsidiary may make Restricted Payments to Holdings, the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings, the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

          (b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

          (c) [Reserved];

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          (d) Restricted Payments made on August 23, 2006 to consummate the Original Closing Date Transactions (as defined in the First Lien Credit Agreement as in effect on the date hereof);

          (e) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f);

          (f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

          (g) Holdings (or the Borrower or any Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings or of the Borrower or any Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed $37,700,000, in any calendar year (which shall increase to $47,125,000 subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $47,125,000 in any calendar year (which shall increase to $94,250,000, subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

          (i) the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings and, to the extent contributed to Holdings, Equity Interests of any of Holdings’ direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date, to the extent the Net Cash Proceeds from the sale of such Equity Interests have been Not

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Otherwise Applied to the payment of Restricted Payments by virtue of Section 7.06(i); plus

          (ii) the Net Cash Proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries; less

          (iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(g);

provided further that any cancellation of Indebtedness owing to Holdings from members of management of Holdings, any of Holdings’ direct or indirect parent companies or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct or indirect parent companies will be deemed not to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;

          (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings:

          (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately;

          (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $5,655,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries;

          (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

          (iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 7.06(g);

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          (v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

          (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) customary fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

          (i) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (A) prepayments, redemptions, purchases, defeasance and other payments in respect of Junior Financings made pursuant to Section 7.11(a)(ii)(D) and (B) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the aggregate amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 of the First Lien Credit Agreement) that are Not Otherwise Applied;

          (j) [Reserved]; and

          (k) Restricted Payments made on or after the Closing Date to consummate the Restructuring Transaction in an aggregate amount not to exceed $297,000,000.

          SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.

          SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the First Lien

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Original Closing Date Transaction, the Investment Transaction or the Restructuring Transaction, (d) the issuance of Equity Interests to the management of Holdings or any of its Subsidiaries in connection with the First Lien Original Closing Date Transaction, (e) the payment of management and monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the First Lien Original Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the First Lien Original Closing Date and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted under this Article VII, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith, and (n) the consummation of the Investment Transaction and the Restructuring Transaction.

          SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the First Lien Original Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a

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Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or (xii) are restrictions set forth in the First Lien Debt Documents, any Permitted Refinancing Indebtedness Documentation or First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation.

          SECTION 7.10. Accounting Changes. Make any change in fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

          SECTION 7.11. Prepayments, Etc. of Indebtedness

          (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner or make any payment of interest in respect of, the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or (ii) make any payment in violation of any subordination terms of any Junior Financing Documentation, except (A) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Indebtedness pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent

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expressly permitted by the Collateral Documents, (D) the payment of regularly scheduled interest in respect of Junior Financings, and (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 of the First Lien Credit Agreement that are Not Otherwise Applied).

          (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent.

          SECTION 7.12. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to become a non-wholly owned Subsidiary, except to the extent such Restricted Subsidiary continues to be a Guarantor or in connection with a sale of all of such Restricted Subsidiary or the designation of an Unrestricted Subsidiary pursuant to Section 6.14.

          SECTION 7.13. Holding Company; Foreign Subsidiaries. In the case of Holdings, Intermediate Parent and TDS Intermediate Parent, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower and the Foreign Holdco or other Foreign Subsidiaries, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, (iv) the performance of the First Lien Debt Documents to which it is a party, (v) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by this Article VII or (vi) any transaction that Holdings, Intermediate Parent or TDS Intermediate Parent is permitted to enter into or consummate under this Article VII.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

          SECTION 8.01. Events of Default. Any of the following events referred to in any of clauses (a) through (n) inclusive of this Section 8.01 shall constitute an “Event of Default” prior to the Consummation Date; provided that only any of the events referred to in clauses (a), (f) and (g) of this Section 8.01 shall constitute an “Event of Default” after the Consummation Date:

          (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

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          (b) Specific Covenants. Holdings or the Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Borrower) or Article VII; or

          (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

          (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

          (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness (other than Indebtedness hereunder and the Indebtedness under the First Lien Debt Documents and First Lien Credit Agreement Permitted Refinancing Indebtedness) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder and the Indebtedness under the First Lien Debt Documents and First Lien Credit Agreement Permitted Refinancing Indebtedness), or any other event occurs (other than, with respect to Indebtedness consisting of First Lien Secured Hedge Agreements, termination events or equivalent events pursuant to the terms of such First Lien Secured Hedge Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

          (f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,

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liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

          (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

          (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied or failed to acknowledge coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

          (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (iii) a termination, withdrawal or noncompliance with applicable law or plan terms or termination, withdrawal or other event similar to an ERISA Event occurs with respect to a Foreign Plan that could reasonably be expected to result in a Material Adverse Effect; or

          (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the

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Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations), or purports in writing to revoke or rescind any Loan Document; or

          (k) Change of Control. There occurs any Change of Control; or

          (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the terms of this Agreement shall for any reason (other than pursuant to the terms hereof or thereof, including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents (or other security purported to be created on the applicable Collateral), on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage, (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement, Liens created by the First Lien Collateral Documents, Liens created by the collateral documents governing any Permitted Refinancing Indebtedness, or any nonconsensual Liens arising solely by operation of Law or (iii) the Intercreditor Agreement is not or ceases to be binding on or enforceable against any party thereto (or against any person on whose behalf any such party makes any covenant or agreements therein), or shall otherwise not be effective to create the rights and obligations purported to be created thereunder; or

          (m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

          (n) Default under First Lien Debt Documents. (i) Any Loan Party or any Restricted Subsidiary fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required

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prepayment, acceleration, demand, or otherwise) in respect of the First Lien Debt Documents or First Lien Credit Agreement Permitted Refinancing Indebtedness, or (ii) the maturity of the Indebtedness under the First Lien Debt Documents or First Lien Credit Agreement Permitted Refinancing Indebtedness shall have been accelerated.

          SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

          (a) declare the commitment of each Lender to make Loans or otherwise extend credit to the Borrower hereunder to be terminated, whereupon such commitments and obligation shall be terminated;

          (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

          (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans or otherwise extend credit to the Borrower hereunder shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

          SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Holdings, have assets with a value in excess of 5% of the consolidated total assets of Holdings, Borrower and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of Holdings, the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

          SECTION 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable

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as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

          First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such;

          Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

          Third, to payment of the Obligations ratably among the Tranche B Lenders due and unpaid on the Tranche B Term Loans for principal and interest, if any;

          Fourth, to payment of the Obligations ratably among the Tranche A Lenders due and unpaid on the Tranche A Term Loans for principal and interest, if any;

          Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

          Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

          SECTION 9.01. Appointment and Authorization of Agents.

          (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent

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and the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent, as applicable. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

          (b) [Reserved].

          (c) Each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent(and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent or the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article 9 (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

          SECTION 9.02. Delegation of Duties. The Administrative Agent or the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including, in the case of the Collateral Agent, for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

          SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of

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competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

          SECTION 9.04. Reliance by Agents.

          (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

          (b) For purposes of determining compliance with the conditions specified in Section 4.01 or any corresponding Section of any amendment agreement with respect to this Agreement, each Lender that has signed this Agreement or any such amendment agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (including the Intercreditor Agreement) or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed date of effectiveness of this Agreement or any such amendment agreement specifying its objection thereto.

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          SECTION 9.05. Notice of Default. The Administrative Agent or the Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent or the Collateral Agent for the account of the Lenders, unless the Administrative Agent or the Collateral Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent or the Collateral Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent or the Collateral Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent or the Collateral Agent has received any such direction, the Administrative Agent or the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

          SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

          SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or

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willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent or the Collateral Agent, as applicable, upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent.

          SECTION 9.08. Agents in their Individual Capacities. Wells Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Wells Fargo was not the Administrative Agent or Collateral Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent or the Collateral Agent shall be under no obligation to provide such information to them. With respect to its Loans, if any, Wells Fargo shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or Collateral Agent, as applicable, and the terms “Lender” and “Lenders” include Wells Fargo in their respective individual capacities.

          SECTION 9.09. Successor Agents. The Administrative Agent or the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring

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Administrative Agent or the Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent, collateral agent and/or supplemental agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent.

          SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 2.09 and 10.04) allowed in such judicial proceeding; and

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          (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Collateral Agent, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Collateral Agent any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the Collateral Agent or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

          SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree that:

          (a) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) if such Lien was required solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and such Lien is no longer required to be provided pursuant to clause (k) of the definition of Collateral and Guarantee Requirement, (iv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below or (vi) upon consummation of the Bond Conversion Offer (except as continued under the Collateral Documents to secure the Conversion Bonds);

          (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

          (c) any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a

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transaction or designation permitted hereunder or if such Guarantor was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the First Lien Credit Agreement, High Yield Notes or any Junior Financing.

          Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent or the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

          In addition, each Lender acknowledges that obligations of the Borrower and the Guarantors under the First Lien Debt Documents and Indebtedness thereunder, any Permitted Refinancing Indebtedness or First Lien Credit Agreement Permitted Refinancing Indebtedness, and certain obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral to the extent permitted hereby. Each Lender hereby irrevocably (i) authorizes the Administrative Agent and/or the Collateral Agent to execute and deliver the Intercreditor Agreement, the intercreditor agreement and any documents relating thereto (including any amendments to the Collateral Documents) as the Administrative Agent shall determine to be appropriate, subject to the requirements set forth herein with respect to such Indebtedness, in each case without any further consent, authorization or other action by any Lender, (ii) agrees that, upon the execution and delivery of such Intercreditor Agreement, such intercreditor agreement or any such document, each Lender will be bound by the provisions thereof as if it were a signatory thereto and will take no actions contrary to the provisions thereof and (iii) agrees that none of the Lenders or any other Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by such Agent pursuant to this paragraph or in accordance with the terms of the Intercreditor Agreement, such intercreditor agreement or any such document.

          SECTION 9.12. [Reserved].

          SECTION 9.13. Appointment of Supplemental Agents or Collateral Agents.

          (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting

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the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent or the Collateral Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

          (b) In the event that the Administrative Agent or the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent or the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent or the Collateral Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Administrative Agent or the Collateral Agent shall be deemed to be references to the Administrative Agent, the Collateral Agent and/or such Supplemental Agent, as the context may require.

          (c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent or the Collateral Agent until the appointment of a new Supplemental Agent.

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ARTICLE X

MISCELLANEOUS

          SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement and the Intercreditor Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

          (a) extend or increase the commitment of any Lender to make Loans hereunder without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.01 or the waiver of any Default, mandatory prepayment or mandatory reduction of the commitment to make Loans hereunder shall not constitute an extension or increase of any commitment of any Lender to make Loans hereunder);

          (b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

          (c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

          (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 8.04 or 2.13 without the written consent of each Lender affected thereby;

          (e) other than in a transaction permitted under Section 6.18 or Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

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          (f) other than in a transaction permitted under Section 6.18, 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; or

          (g) change the currency in which any Loan is denominated of any Loan without the written consent of the Lender holding such Loans;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) the consent of Lenders holding more than 50% of any Class of Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in a manner different than such amendment affects other Classes (provided, that the portion of Total Outstandings held or deemed held by Holdings or any Affiliate thereof (other than an Investment Fund) shall be excluded for purposes of making a determination of such Lenders holding more than 50% of such Class).

          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

          In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans of any Class (“Refinanced Loans”) with a replacement term loan tranche (“Replacement Loans”) hereunder and the Administrative Agent may effect such amendments to the Intercreditor Agreement (or enter into a replacement thereof, which such replacement shall continue to apply to the Liens securing the obligations under the First Lien Debt Documents then outstanding) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect such Replacement Loans; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the Applicable Rate for such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the Applicable Rate for such Refinanced Loans (or similar interest rate spread applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the

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Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans) and (d) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.

          Notwithstanding the foregoing, no consent of the Borrower or any Loan Party shall be required for amendments or waivers to the Intercreditor Agreement except to the extent expressly set forth in the Intercreditor Agreement.

          Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

          SECTION 10.02. Notices and Other Communications; Facsimile Copies.

          (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

          (i) if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

          (ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified to the Administrative Agent on the Closing Date or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Administrative Agent.

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All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

          The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a notice pursuant to Section 2.02, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Loans or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

          The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the

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foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Loan Documents.

          Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

          THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT.

          The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its provided e-mail address shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

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          Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

          SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

          SECTION 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of local and foreign counsel, and (b) to pay or reimburse the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes

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related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any other Loan Document, such amount may, but is not required to, be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

          SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Loan, (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or

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contribution rights with respect to such payment pursuant to the express terms of this Section 10.05; provided, further, that the Administrative Agent is authorized to deduct and retain sufficient amounts from any payment received from the Borrower to reimburse the Administrative Agent for any such costs and expenses and any amounts owing to the Administrative Agent in accordance with Section 2.09 prior to the distribution of any amounts to Lenders.

. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the repayment, satisfaction or discharge of all the other Obligations.

          SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

          SECTION 10.07. Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee or pursuant to Section 10.07(b)(iii), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below and the exceptions and limitations set forth in paragraph (b)(iii) below, any Lender

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may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

               (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee; and

               (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to another Lender, an Affiliate of a Lender or an Approved Fund.

          (ii) Assignments shall be subject to the following additional conditions:

               (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Loans of any Class, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required (x) during the primary syndication of the Loans to the Persons identified to the Borrower by the Administrative Agent prior to the Closing Date or (y) if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

               (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and

               (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any applicable tax form and any other information reasonably requested by the Administrative Agent.

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          (iii) Notwithstanding anything herein to the contrary, (x) (A) Holdings may assign the Tranche A Term Loans to Travelport Guarantor in order to consummate the Investment Transaction, (B) Travelport Guarantor may assign the Tranche A Term Loans pursuant to the terms of the Escrow Agreement and (C) Holdings may assign the Tranche B Term Loans to Travelport Holdings in order to consummate the Exchange (as defined in the PIK Credit Agreement), in each case, without the consent of any Person party hereto and (y) prior to the Settlement Date (as defined in the PIK Credit Agreement) Travelport Guarantor shall not assign the Tranche A Term Loans other than in accordance with the Escrow Agreement.

          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes of Loans on a non-pro rata basis.

          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

          (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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          (e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Loans; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 10.15), 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting

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Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the commitment of the Granting Lender to make Loans hereunder to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

          (i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

          SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, numbering, administrative and settlement service providers, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall agree to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly

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available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); or (j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents and the Loans. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Closing Date, such information is (i) clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

          SECTION 10.09. Setoff. Subject to the terms of the Intercreditor Agreement, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

          SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is

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not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

          SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

          SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

          SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Loan was made, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

          SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          SECTION 10.15. Tax Forms.

          (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”)

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shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or, in the case of any Lender becoming a Lender hereunder after the Closing Date, upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

          (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its

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discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States federal withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

          (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.

          (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

          (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or, in the case of any Lender becoming a Lender hereunder after the Closing Date, upon accepting an assignment of an interest herein), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any

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payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code.

          SECTION 10.16. GOVERNING LAW.

          (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

          SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          SECTION 10.18. Binding Effect. This Agreement shall become effective as provided herein on the Closing Date, and thereafter shall be binding upon and inure to the benefit

140

of the Borrower, each Agent and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

          SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

          SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provisions of this Section 10.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

          SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

          SECTION 10.22. Intercreditor Agreement.

          (a) Each Lender hereby (a) consents to the subordination of the Liens and security interest securing the Obligations on the terms set forth in the Intercreditor Agreement, (b) agrees that this Agreement and the other Loan Documents, and the

141

exercise of rights and remedies of the Agents and the Lenders hereunder and thereunder, are subject to the terms of the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) hereby authorizes and instructs each of the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement and to subject the Liens and security interest securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the First Lien Secured Parties (as such term is defined in the Intercreditor Agreement) to extend credit to the Borrower, and such First Lien Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

          (b) Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or under any Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document, the terms of the Intercreditor Agreement shall govern and control.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

142

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

TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
Name:	Rochelle J. Boas
Title:	Authorized Person
TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
Name: Title:	Rochelle J. Boas Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas
Name: Title:	Rochelle J. Boas Director
TDS INVESTOR (LUXEMBOURG) S.A.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland
Name:	John Sutherland
Title:	Manager

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
	By:	/s/ Julius R. Zamora
	Name: Title:	Julius R. Zamora Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
	By: Name: Title:	/s/ Julius R. Zamora Julius R. Zamora Vice President

TRAVELPORT LIMITED, as Initial Lender
By: Name:	/s/ Julia Kou Julia Kou
Title:	Group Vice President and Assistant Secretary

SCHEDULE 2.01(A) — INITIAL TRANCHE A TERM LENDERS

Travelport Limited

SCHEDULE 2.01(B) — INITIAL TRANCHE B TERM LENDERS

Travelport Limited

SCHEDULE 7.02(F) — EXISTING INVESTMENTS

Contemplated Investments

None.

Investments in existence as of the Closing Date:

Letters of Credit issued on behalf of Orbitz Worldwide, Inc. from time to time in an aggregate amount not exceeding $75 million.

Name of Subsidiary	Percentage of Ownership	Type of Ownership
Orbitz Worldwide, Inc.	approximately 48%	Stock Ownership
Uniglobe.com Inc.	833,333 shares	Stock ownership
I:FAO Internet Travel Solutions	82,641 shares	Stock ownership
Passkey.com, Inc.	303,030 shares	Stock ownership
Travelprice.com, Inc.	526,778 shares	Stock ownership
SITA, Inc.	3,845,120 shares	Stock Ownership
ET-China Holdings Limited	2,105,489 shares	Stock Ownership
Bay Area Travel, Inc.	140,000 shares	Stock Ownership
Digital Travel.com, Inc.	31,152 Series A Convertible Preferred stock	Stock Ownership
IJet Travel Intelligence, Inc.	7,622 common stock 152,439 Series BP	Stock Ownership
Passkey.com, Inc.	143,939 Series D Convertible stock	Stock Ownership
The Storemaker.com Inc.	5,883 Preferred Stock 233,500 Series B Preferred stock 134,295 Series C Preferred stock	Stock Ownership
The Galileo Company	99%	Stock Ownership
eNett International (Jersey) Limited	60%	Stock Ownership; By Contract
Bastion Surety Limited	90%	Stock Ownership
10Best.com, Inc.	50,000 shares	Stock Ownership

SCHEDULE 10.02 — ADMINISTRATIVE AGENT’S OFFICE,

CERTAIN ADDRESSES FOR NOTICES

Administrative Agent

Wells Fargo Bank, National Association
45 Broadway, 14^th Floor
New York, New York 10006
Attn: Julius R. Zamora
Tel: (212) 515-1570
Fax: (866) 297-2015

The Borrower

Travelport LLC
c/o The Blackstone Group
345 Park Avenue
Floor 31
New York, NY 10154
Attn: Paul C. Schorr, IV
Fax: (212) 583-5842

And

Travelport LLC
7 Sylvan Way
Parsippany, New Jersey 07054
Attn: Eric J. Bock, Esq.
Fax: (212) 413-1922

EXHIBIT A

[FORM OF]

COMMITTED LOAN NOTICE

To: Wells Fargo Bank, National Association
45 Broadway, 14th Floor
New York, NY 10006

[Date]

Ladies and Gentlemen:

          Reference is made to the Second Lien Credit Agreement dated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” capitalized terms used herein but not otherwise defined herein being used herein as therein defined), among Travelport LLC (the “Borrower”), Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as Administrative Agent, and Collateral Agent, and each Lender from time to time party hereto.

The Borrower hereby requests (select one):

o A conversion of Loans

o A continuation of Loans

to be made on the terms set forth below:

(A) Class of Borrowing:¹

(B) Date of conversion or continuation (which is a Business Day):

(C) Principal amount:

(D) Type of Loan:²

1	Specify whether conversion of Tranche A Term Loans or Tranche B Term Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans.
2	Type of Loans to which existing Loans are to be converted

(E) Interest Period:³

     The above request has been made to the Administrative Agent by telephone at [                    ].

[Remainder of page internally left blank]

3 Applicable for Eurocurrency Rate Loans only.

2

TRAVELPORT LLC, as Borrower
	by
		Name:
		Title:

3

EXHIBIT B

LENDER:[•]
PRINCIPALAMOUNT: $ [•]

[FORM OF]

[TRANCHE A TERM LOAN][TRANCHE B TERM LOAN]
NOTE

New York, New York
[Date]

     FOR VALUE RECEIVED, the undersigned, TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Second Lien Credit Agreement dated as of September 30, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and, as collateral agent (in such capacity, the “Collateral Agent”), (i) on the date set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement (including increases in principal amount as a result of accrued interest pursuant to the Credit Agreement) with respect to the Loans made by the Lender to the Borrower pursuant to the Credit Agreement and (ii) to the extent the Borrower elects to pay interest in cash pursuant to the Credit Agreement, on each applicable Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement.

     The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

     The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

     All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note.

     This note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

TRAVELPORT LLC, as the Borrower
	By:
		Name: Rochelle J. Boas
		Title: Authorized Person

LOANS AND PAYMENTS

				Payments of		Name of
				Principal/Interest	Principal	Person
		Amount of		or Additional	Balance of	Making the
Date	Type of Loan	Loan	Maturity Date	Principal	Note	Notation

EXHIBIT C

[FORM OF]

COMPLIANCE CERTIFICATE

     Reference is made to the Second Lien Credit Agreement dated as of September 30, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited (“Holdings”), Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l. (“TDS Intermediate Parent”) the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein. Pursuant to Section 6.02(b) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, certifies as follows:

1.	[Attached hereto as Exhibit [A] is the audited consolidated balance sheet of Holdings and its Subsidiaries as of December 31, 20[ ] and related consolidated statements of income or operations, stockholders’ equity and cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of [Deloitte & Touche LLP] [or any other independent registered public accounting firm of nationally recognized standing], prepared in accordance with generally accepted auditing standards in the United States and not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.]
2.	[Attached hereto as Exhibit [B] is the consolidated balance sheet of Holdings and its Subsidiaries as of [ ] and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail. These present fairly in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.]
3.	To my knowledge, except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, at no time during the period between [ ] and [ ] (the “Certificate Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto on Annex A attached hereto.]

     IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, has executed this certificate for and on behalf of the Borrower and has caused this certificate to be delivered this ____ day of _____________.

TRAVELPORT LLC, as the Borrower
By:
	Name:
	Title:

-2-

EXHIBIT D

[FORM OF]

ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Second Lien Credit Agreement dated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited, Waltonville Limited, the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity the “Collateral Agent”) and the other parties thereto, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Second Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Second Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Second Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor (the “Assignor”):

2. Assignee (the “Assignee”):

(a) Assignee is an Affiliate of:	[Name of Lender]
(b) Assignee is an Approved Fund of:	[Name of Lender]

3.	Borrower: Travelport LLC
4.	Administrative Agent: Wells Fargo Bank, National Association
5.	Assigned Interest:

	Aggregate Amount		Percentage
	of Loans of all	Amount of Loans	Assigned of
Facility	Lenders	Assigned	Loans1
Tranche A Term Loan	$	$	%
Tranche B Term Loan	$	$	%

6. Effective Date:

¹ Set forth, to at least 8 decimals, as a percentage of the Loans of all Lenders thereunder.

     The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor,
by
	Name:
	Title:
For any Person requiring a second signature block:
by
	Name:
	Title:
[NAME OF ASSIGNEE], as Assignee,
by
	Name:
	Title:
For any Person requiring a second signature block:
by
	Name:
	Title:

[Consented to and]² Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,
by
	Name:
	Title:

² No consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to another Lender, an Affiliate of a Lender or an Approved Fund.

[Consented to:]³

TRAVELPORT LLC, as Borrower,
by
	Name:
	Title:

³ No Consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f), or (g) of the Second Lien Credit Agreement has occurred and is continuing, any Assignee.

Annex I

SECOND LIEN CREDIT AGREEMENT⁴

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Second Lien Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Second Lien Credit Agreement, (iii) the financial condition of Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other Person obligated in respect of the Second Lien Credit Agreement or (iv) the performance or observance by Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other Person of any of their obligations under the Second Lien Credit Agreement.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Second Lien Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Second Lien Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Second Lien Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Second Lien Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which

⁴ Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Second Lien Credit Agreement dated as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited, Waltonville Limited, the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) and the other parties thereto.

it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 10.15 of the Second Lien Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Second Lien Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Second Lien Credit Agreement are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including, without limitation, all payments of principal, interest, fees and other amounts) to the Assignee. Assignor and Assignee shall make all appropriate adjustments in respect of payments of the Assigned Interest for periods prior the Effective Date directly between such parties.

for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

EXHIBIT E

Second Lien Guaranty

See attached.

EXECUTION VERSION

SECOND LIEN GUARANTY,

Dated as of

September 30, 2011,

among

TRAVELPORT LIMITED,
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

CERTAIN SUBSIDIARIES OF HOLDINGS
IDENTIFIED HEREIN

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Credit Agreement		1
SECTION 1.02. Other Defined Terms		1
ARTICLE II
Guaranty
SECTION 2.01. Guaranty		3
SECTION 2.02. Guaranty of Payment		3
SECTION 2.03. No Limitations		3
SECTION 2.04. Reinstatement		4
SECTION 2.05. Agreement To Pay; Subrogation		4
SECTION 2.06. Information		4
ARTICLE III
Indemnity, Subrogation and Subordination
SECTION 3.01. Indemnity and Subrogation		5
SECTION 3.02. Contribution and Subrogation		5
SECTION 3.03. Subordination		5
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices		5
SECTION 4.02. Waivers; Amendment		6
SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification		6
SECTION 4.04. Successors and Assigns		7
SECTION 4.05. Survival of Agreement		7
SECTION 4.06. Counterparts; Effectiveness; Several Agreement		7
SECTION 4.07. Severability		8
SECTION 4.08. Right of Set-Off		8
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process		8
SECTION 4.10. WAIVER OF JURY TRIAL		9
SECTION 4.11. Headings		9

-i-

	Page
SECTION 4.12. Obligations Absolute		9
SECTION 4.13. Termination or Release		10
SECTION 4.14. Additional Restricted Subsidiaries		10
SECTION 4.15. Intercreditor Agreement		10
SECTION 4.16. Bond Conversion Offer		11
SCHEDULES
Schedule I Subsidiary Parties
EXHIBITS
Exhibit I Form of Guaranty Supplement

-ii-

     SECOND LIEN GUARANTY, dated as of September 30, 2011, among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as defined below).

     Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company (the “Borrower”), Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as “Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

     SECTION 1.01. Credit Agreement.

     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement (or, on and after the Consummation Date, the meaning specified for the comparable term in the Indenture).

     (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

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

     “Administrative Agent” means Wells Fargo Bank, National Association, together with its successors and permitted assigns, acting as “Administrative Agent” under and as defined in the Credit Agreement, or, on and after the Consummation Date, Wells Fargo Bank, National Association, acting as trustee under the Indenture, or such other Person who shall act as trustee under the Indenture, together with such Person’s (Wells Fargo Bank, National Association or otherwise) successors and permitted assigns in such capacity.

     “Agreement” means this Second Lien Guaranty.

     “Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.

     “Claiming Party” has the meaning assigned to such term in Section 3.02.

     “Collateral Agent” means Wells Fargo Bank, National Association, together with its successors and permitted assigns, acting as “Collateral Agent” (under and as defined in the Credit Agreement) for the Secured Parties, or, on and after the Consummation Date, Wells Fargo Bank, National Association, acting as “Collateral Agent” (under and as defined in the Indenture) for the Secured Parties, or such other Person who shall act as “Collateral Agent” (under and as defined in the Indenture) for the Secured Parties, together with such Person’s (Wells Fargo Bank, National Association or otherwise) successors and permitted assigns in such capacity.

     “Contributing Party” has the meaning assigned to such term in Section 3.02.

     “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

     “Guaranty Supplement” means an instrument in the form of Exhibit I hereto.

     “Guarantor” means each of Holdings and each Subsidiary Party.

     “Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of September 30, 2011, among UBS AG, Stamford Branch, in its capacity as First Priority Collateral Agent (as defined therein), UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority Collateral Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority Administrative Agent (as defined therein) and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

     “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

     “Obligations” means all “Obligations” as defined in the Credit Agreement, and on and after the Consummation Date, all “Obligations” as defined in the Indenture.

     “Secured Parties” means “Secured Parties” as defined in the Credit Agreement, and on and after the Consummation Date, “Secured Parties” as defined in the Indenture.

     “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

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     “TDS Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

ARTICLE II

Guaranty

     SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Secured Parties, the due and punctual payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

     SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person.

     SECTION 2.03. No Limitations.

     (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or

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substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

     (b) Except for termination of a Guarantor’s obligations hereunder as expressly permitted in Section 4.13, to the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

     SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

     SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

     SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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ARTICLE III

Indemnity, Subrogation and Subordination

     SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

     SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

     SECTION 3.03. Subordination.

     (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

     (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE IV

Miscellaneous

     SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation Date, the comparable

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provision in the Indenture). All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

     SECTION 4.02. Waivers; Amendment.

     (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

     SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification.

     (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement (or, on and after the Consummation Date, with respect to expenses of the Administrative Agent incurred hereunder on and after the Consummation Date, the comparable provision in the Indenture).

     (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Administrative Agent and each other Secured Party and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not,

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as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

     (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor.

     SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

     SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid.

     SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended,

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strued as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

     SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 4.08. Right of Set-Off. Subject to the terms of the Intercreditor Agreement, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

     SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process.

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

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

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Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor, or its properties in the courts of any jurisdiction.

     (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

     (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

     SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

     SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

     SECTION 4.12. Obligations Absolute. All rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) subject to the terms of Section 4.13, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.

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     SECTION 4.13. Termination or Release.

     (a) This Agreement and the Guaranties made herein shall terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement.

     (b) Any Guarantor shall be automatically released from its obligations under this Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Credit Agreement or, if such Guarantor was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement);

     (c) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that no such release shall occur if such Guarantor continues to be a guarantor in respect of the First Lien Credit Agreement, High Yield Notes or any Junior Financing.

     (d) In connection with any termination or release pursuant to paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent.

     SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

     SECTION 4.15. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Administrative Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

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     SECTION 4.16. Bond Conversion Offer. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, on and after the Consummation Date, (i) any references to the Credit Agreement shall be automatically deemed replaced by the Indenture entered into by the Borrower on the Consummation Date, and references to the Administrative Agent shall be deemed to be references to the trustee under the Indenture, and (ii) this Agreement shall be automatically deemed amended mutatis mutandis to reflect that the guarantee provided hereunder to the Administrative Agent (for the benefit of the Secured Parties) shall be a guarantee of the payment and performance of the “Obligations” as defined in the Indenture so as to constitute a guarantee provided hereunder to the trustee under the Indenture, who shall on and after the Consummation Date be the Administrative Agent for all purposes hereof (for the benefit of the “Secured Parties” as defined in the Indenture), to guarantee the payment and performance of the “Obligations” (as defined in the Indenture). On and after the Consummation Date, the “Obligations” as defined in the Credit Agreement shall automatically and without further action cease to be “Obligations” guaranteed by the guarantee provided under this Agreement, and on and after the Consummation Date, all “Obligations” as defined in the Indenture shall automatically and without further action constitute “Obligations” guaranteed by the guarantee provided under this Agreement.

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

TRAVELPORT LIMITED
By:	/s/ Rochelle J. Boas
Name:   Rochelle J. Boas
Title:  Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED
By:	/s/ Rochelle J. Boas
Name: Rochelle J. Boas
Title:  Director
TDS INVESTOR (LUXEMBOURG) S.À.R.L.
By:	/s/ John Sutherland
Name:   John Sutherland
Title:   Manager

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

TRAVELPORT LIMITED
By:	/s/ Rochelle J. Boas
Name:  Rochelle J. Boas
Title:   Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED
By:	/s/ Rochelle J. Boas
Name:   Rochelle J. Boas
Title: Director
TDS INVESTOR (LUXEMBOURG) S.À.R.L.
By:	/s/ John Sutherland
Name:   John Sutherland
Title:   Manager

TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC

GTA NORTH AMERICA, INC.

OWW2, LLC

TRAVEL INDUSTRIES, INC.

TRAVELPORT HOLDINGS, INC.

TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.

WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC

WORLDSPAN IJET HOLDINGS, LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC

WORLDSPAN STOREMAKER HOLDINGS, LLC

WORLDSPAN TECHNOLOGIES INC.

WORLDSPAN VIATOR HOLDINGS, LLC

WORLDSPAN XOL LLC

WS FINANCING CORP.

By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary
TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Julius R. Zamora
Name:   Julius R. Zamora
Title:   Vice President

     IN WITNESS WHEREOF, for the purposes of Section 3.01 and 4.03 only, the undersigned has executed this Agreement as of the date first written above.

TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
Name:   Rochelle J. Boas
Title:   Authorized Person

Schedule I to the Second Lien Guaranty

SUBSIDIARY PARTIES

	Jurisdiction of
Name of Subsidiary Party	Formation
Galileo Technologies LLC	Delaware
Gta North America, Inc.	Delaware
OWW2, LLC	Delaware
TDS Investor (Luxembourg) S.à.r.l.	Luxembourg
Travel Industries, Inc.	Delaware
Travelport Holdings, Inc.	Delaware
Travelport Holdings, LLC	Delaware
Travelport Inc.	Delaware
Travelport International Services, Inc.	Delaware
Travelport Operations, Inc.	Delaware
Travelport, LP	Delaware
Waltonville Limited	Gibraltar
WORLDSPAN BBN Holdings, LLC	California
WORLDSPAN Digital Holdings, LLC	Delaware
WORLDSPAN IJET HOLDINGS, LLC	Delaware
Worldspan LLC	Delaware
WORLDSPAN OPENTABLE HOLDINGS, LLC	Georgia
WORLDSPAN S.A. HOLDINGS II, L.L.C.	Georgia
WORLDSPAN South American Holdings, LLC	Georgia
Worldspan StoreMaker Holdings, LLC	Delaware
Worldspan Technologies Inc.	Delaware
Worldspan Viator Holdings, LLC	Delaware
WORLDSPAN XOL LLC	Georgia
WS Financing Corp.	Delaware

Exhibit I to the Second Lien Guaranty

     SUPPLEMENT NO.__, dated as of [•] (this “Supplement”), to the Second Lien Guaranty, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as used herein, as defined in the Guaranty referred to below).

     A. Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company (the “Borrower”), Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as “Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto.

     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty.

     C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans. Section 4.14 of the Guaranty provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Guaranty and as consideration for Loans previously made.

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

     SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Subsidiary Party and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Guaranty is hereby incorporated herein by reference.

     SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in

accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

     SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement.

     SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.

     SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

     SECTION 9. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Administrative Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

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

[NAME OF NEW SUBSIDIARY]
 

By:  

Name:  

Title:  

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Exhibit I to the Second Lien Guaranty

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
 

By:  

Name:  

Title:  

EXHIBIT F

Second Lien Security Agreement

Delivered under separate cover.

EXECUTION VERSION

SECOND LIEN SECURITY AGREEMENT,

Dated as of

September 30, 2011,

among

TRAVELPORT LLC,
as the Borrower,

TRAVELPORT LIMITED,
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

CERTAIN SUBSIDIARIES OF HOLDINGS
IDENTIFIED HEREIN

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Collateral Agent

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01 Credit Agreement		1
SECTION 1.02 Other Defined Terms		1
ARTICLE II
Pledge of Securities
SECTION 2.01 Pledge		5
SECTION 2.02 Delivery of the Pledged Collateral		6
SECTION 2.03 Representations, Warranties and Covenants		7
SECTION 2.04 Certification of Limited Liability Company and Limited Partnership Interests		8
SECTION 2.05 Registration in Nominee Name; Denominations		8
SECTION 2.06 Voting Rights; Dividends and Interest		8
ARTICLE III
Security Interests in Personal Property
SECTION 3.01 Security Interest		10
SECTION 3.02 Representations and Warranties		13
SECTION 3.03 Covenants		15
SECTION 3.04 Other Actions		16
ARTICLE IV
Remedies
SECTION 4.01 Remedies Upon Default		19
SECTION 4.02 Application of Proceeds		21
ARTICLE V
Indemnity, Subrogation and Subordination
SECTION 5.01 Indemnity		21

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	Page
SECTION 5.02 Contribution and Subrogation		21
SECTION 5.03 Subordination		22
ARTICLE VI
Miscellaneous
SECTION 6.01 Notices		22
SECTION 6.02 Waivers; Amendment		22
SECTION 6.03 Collateral Agent’s Fees and Expenses;		23
SECTION 6.04 Successors and Assigns		24
SECTION 6.05 Survival of Agreement		24
SECTION 6.06 Counterparts; Effectiveness; Several Agreement		24
SECTION 6.07 Severability		24
SECTION 6.08 Right of Set-Off		25
SECTION 6.09 Governing Law; Jurisdiction; Consent to Service of Process		25
SECTION 6.10 WAIVER OF JURY TRIAL		26
SECTION 6.11 Headings		26
SECTION 6.12 Security Interest Absolute		26
SECTION 6.13 Termination or Release		26
SECTION 6.14 Additional Restricted Subsidiaries		27
SECTION 6.15 Collateral Agent Appointed Attorney-in-Fact		28
SECTION 6.16 General Authority of the Collateral Agent		28
ARTICLE VII
Intercreditor Agreement
SECTION 7.01 Intercreditor Agreement Controls		29
SECTION 7.02 Possession or Control of Collateral		29
ARTICLE VIII
Bond Conversion Offer
SECTION 8.01 Consummation Date		29
SCHEDULES
Schedule I Subsidiary Parties
Schedule II Pledged Equity; Pledged Debt
Schedule III Commercial Tort Claims
Schedule IV Permitted Subsidiary Dispositions and Liquidations
Schedule V 100% Pledged Foreign Subsidiaries
Schedule VI Deposit Accounts, Securities Accounts

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Schedule VII Domestic Grantors

EXHIBITS

Exhibit I Form of Security Agreement Supplement

Exhibit II Form of Perfection Certificate

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          SECOND LIEN SECURITY AGREEMENT, dated as of September 30, 2011, among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as defined below) for the Secured Parties (as defined below).

          Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

        SECTION 1.01 Credit Agreement.

     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement (or, on and after the Consummation Date, the meaning specified for the comparable term in the Indenture). All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

     (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

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

          “Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

          “Accounts” has the meaning specified in Article 9 of the New York UCC.

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          “Administrative Agent” means Wells Fargo Bank, National Association, together with its successors and permitted assigns, acting as administrative agent under the Credit Agreement, or, on and after the Consummation Date, Wells Fargo Bank, National Association, acting as trustee under the Indenture, or such other Person who shall act as trustee under the Indenture, together with such Person’s (Wells Fargo Bank, National Association or otherwise) successors and permitted assigns in such capacity.

          “Agreement” means this Second Lien Security Agreement.

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

          “Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Claiming Party” has the meaning assigned to such term in Section 5.02.

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

          “Collateral Agent” means Wells Fargo Bank, National Association, together with its successors and permitted assigns, acting as “Collateral Agent” (under and as defined in the Credit Agreement) for the Secured Parties. On and after the Consummation Date, “Collateral Agent” shall mean Wells Fargo Bank, National Association, acting as “Collateral Agent” (under and as defined in the Indenture) for the Secured Parties, or such other Person who shall act as “Collateral Agent” (under and as defined in the Indenture) for the Secured Parties, together with such Person’s (Wells Fargo Bank, National Association or otherwise) successors and permitted assigns in such capacity.

          “Contributing Party” has the meaning assigned to such term in Section 5.02.

          “Control” shall mean in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC.

          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Deposit Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors, the Collateral Agent, the applicable bank (with respect to a Deposit Account) and, if applicable, the Second Priority Collateral Agent (as defined in the Intercreditor Agreement).

          “Deposit Accounts” means, collectively, with respect to each Grantor, all “deposit accounts” (as such term is defined in the UCC) located in the United States or any of its States or territories.

          “Discharge of First Priority Claims” has the meaning assigned to such term in the Intercreditor Agreement.

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          “Domestic Grantors” means, collectively, Holdings, the Borrower and each Grantor identified on Schedule VII hereto.

          “Excluded Accounts” means (i) each Deposit Account the funds in which are specially and exclusively used for payroll, payroll taxes and other employee wage benefit payments to or for the benefit of any Loan Party’s employees, (ii) each Deposit Account that holds funds not owned by any Loan Party, (iii) Deposit Accounts or Securities Accounts not located in the United States or any of its States or territories, (iv) tax withholding accounts (to the extent maintained by the Borrower and its Subsidiaries exclusively for the purpose of maintaining or holding tax withholding amounts payable to applicable Governmental Authorities), in each case, entered into in the ordinary course of business and consistent with prudent business conduct, (v) segregated Deposit Accounts constituting zero balance accounts, in each case to the extent such zero balance accounts are swept on a daily basis to a Deposit Account that is subject to a Deposit Account Control Agreement, (vi) the Tranche S Collateral Account and (vii) any Deposit Accounts or Securities Accounts, the average daily balance of which has not, for any period of twenty (20) consecutive Business Days after the Fourth Amendment Restatement Effective Date, exceeded $5,000,000 for any such account.

          “First Priority Collateral Agent” has the meaning assigned to such term in the Intercreditor Agreement.

          “First Priority Documents” has the meaning assigned to such term in the Intercreditor Agreement.

          “Foreign Collateral Agreement” means any Collateral Document that is not governed by the Laws of the United States, any state thereof or the District of Columbia and that creates or purports to create a Lien or other security interest over any Grantor’s right, title and interest in, to and under any assets or property.

          “Foreign Grantor” means any Grantor other than a Domestic Grantor.

          “General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts, provided that General Intangibles shall not include any intellectual property and related assets subject to the Intellectual Property Security Agreement.

          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.

          “Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Intercreditor Agreement” means the Intercreditor Agreement, dated as of September 30, 2011, among UBS AG, Stamford Branch, in its capacity as First Priority Collateral

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Agent (as defined therein), UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority Collateral Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority Administrative Agent (as defined therein) and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

          “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

          “Obligations” means all “Obligations” as defined in the Credit Agreement, and on and after the Consummation Date, all “Obligations” as defined in the Indenture.

          “Perfection Certificate” means, with respect to any Grantor, a certificate substantially in the form of Exhibit II or in such other form reasonably satisfactory to the Collateral Agent, completed and supplemented with the schedules and attachments contemplated thereby in a manner reasonably satisfactory to the Collateral Agent, and signed by an officer of such Grantor.

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

          “Pledged Debt” has the meaning assigned to such term in Section 2.01.

          “Pledged Equity” has the meaning assigned to such term in Section 2.01.

          “Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

          “Secured Parties” means “Secured Parties” as defined in the Credit Agreement, and on and after the Consummation Date, “Secured Parties” as defined in the Indenture.

          “Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

          “Securities Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors, the Collateral Agent, the applicable securities intermediary (with respect to a Securities Account) and, if applicable, the Second Priority Collateral Agent (as defined in the Intercreditor Agreement).

          “Securities Accounts” means, collectively, with respect to each Grantor, all “securities accounts” (as such term is defined in the UCC) located in the United States or any of its States or territories.

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          “Security Interest” has the meaning assigned to such term in Section 3.01(a).

          “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

          “TDS Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Tranche S Collateral Account Agreement” means the Tranche S Collateral Account Agreement dated as of October 22, 2010.

ARTICLE II

Pledge of Securities

       SECTION 2.01 Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under:

          (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of Holdings (other than the Foreign Subsidiaries listed on Schedule V which shall have 100% of their issued and outstanding voting Equity Interests pledged in accordance with clause (d) of the definition of Collateral and Guarantee Requirement and any Foreign Subsidiary which shall have its Equity Interests pledged in accordance with clause (j) of the definition of Collateral and Guarantee Requirement), (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Holdings, (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; and (G) Equity Interests of the Subsidiaries listed on Schedule IV;

          (ii) other than in the case of each Foreign Grantor, (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments

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evidencing such debt securities (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include (X) the Loans held by any Grantor, (Y) the First Lien Tranche S Collateral Account or any assets of any Grantor credited to the First Lien Tranche S Collateral Account or (Z) the Tranche A Subordinated Intercompany Note until the Permitted Transfer Date;

          (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01;

          (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above;

          (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and

          (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”); provided that Pledged Collateral shall not include any asset with respect to which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the extent that a Lien and security interest hereunder is not permitted under the law governing such Foreign Collateral Agreement;

          provided, further, notwithstanding any of the foregoing, the Pledged Equity, in any event, shall include all equity interests described on Schedule II hereto.

          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

        SECTION 2.02 Delivery of the Pledged Collateral.

     (a) To the extent permitted by, and subject to the terms of, the Intercreditor Agreement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.

     (b) To the extent permitted by, and subject to the terms of, the Intercreditor Agreement, each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $5,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.

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          (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

        SECTION 2.03 Representations, Warranties and Covenants. Holdings and the Borrower jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

     (a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guaranty Requirement;

     (b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof;

     (c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) and transfers or other transactions permitted under the Credit Agreement and transfers or other transactions permitted under the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;

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          (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally and except as described on Schedule II hereto or in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

          (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

          (f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

          (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are, subject to Article VII, delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

          (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

          SECTION 2.04 Certification of Limited Liability Company and Limited Partnership Interests. To the extent permitted by, and subject to the terms of, the Intercreditor Agreement, each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall be delivered to the Collateral Agent.

          SECTION 2.05 Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

          SECTION 2.06 Voting Rights; Dividends and Interest.

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          (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:

          (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

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

          (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be, subject to the terms of the Intercreditor Agreement, forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

          (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon, subject to the terms of the Intercreditor Agreement, become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive

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and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be, subject to the terms of the Intercreditor Agreement, forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

          (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon, subject to the terms of the Intercreditor Agreement, become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.

          (d) Any notice given by the Collateral Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

          SECTION 3.01 Security Interest.

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          (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Domestic Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Domestic Grantor or in which such Domestic Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

          (i) all Property;

          (ii) all Accounts;

          (iii) all Chattel Paper;

          (iv) all Commercial Tort Claims listed on Schedule III hereto;

          (v) all Deposit Accounts;

          (vi) all Documents;

          (vii) all Equipment;

          (viii) all General Intangibles;

          (ix) all Instruments;

          (x) all Inventory;

          (xi) all Investment Property;

          (xii) all books and records pertaining to the Article 9 Collateral; and

          (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (C) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of Holdings (other than the Foreign Subsidiaries listed on Schedule V which shall have 100%

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of their issued and outstanding voting Equity Interests pledged in accordance with clause (d) of the definition of Collateral and Guarantee Requirement and any Foreign Subsidiary which shall have its Equity Interests pledged in accordance with clause (j) of the definition of Collateral and Guarantee Requirement), (D) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (E) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code; (F) Equity Interests of any Subsidiary of a Foreign Subsidiary, (G) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower, (H) Equity Interests of the Subsidiaries listed on Schedule IV, (I) the First Lien Tranche S Collateral Account or any assets of any Grantor credited to the First Lien Tranche S Collateral Account, (J) the Loans held by any Grantor, (K) the Tranche A Subordinated Intercompany Note until the Permitted Transfer Date or (L) any asset with respect to which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the extent that a Lien and security interest hereunder is not permitted under the law governing such Foreign Collateral Agreement. Each Domestic Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.

          (b) Each Domestic Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto or continuation statements without the signature of the Domestic Grantor in respect thereof that (i) indicate the Collateral as “all assets whether now owned or hereafter acquired” of such Domestic Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Domestic Grantor is an organization, the type of organization and any organizational identification number issued to such Domestic Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such

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Article 9 Collateral relates. Each Domestic Grantor agrees to provide such information to the Collateral Agent promptly upon request.

          (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

          SECTION 3.02 Representations and Warranties. Holdings and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured Parties that:

          (a) Each Domestic Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

          (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction or by filing with the United States Patent and Trademark Office or the United States Copyright Office, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

          (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction. The Security Interest (to the extent such Security Interest can be perfected by making the filings and recordations described in the

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immediately preceding sentence) is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          (d) The Article 9 Collateral is owned by the Domestic Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture). None of the Domestic Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Domestic Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          (e) With respect to any Collateral consisting of a Deposit Account (other than any Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the applicable bank and the Collateral Agent of a Deposit Account Control Agreement with respect to such Collateral, the Collateral Agent shall have a perfected security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such Domestic Grantor has neither opened nor maintains any Deposit Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination of this Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any Deposit Account to any person other than the Collateral Agent or the First Priority Collateral Agent or pursuant to the First Lien Debt Documents or any Permitted Refinancing Documentation evidencing a Permitted Refinancing of the First Lien Loans.

          (f) With respect to any Collateral consisting of a Securities Account (other than any Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the applicable Securities Intermediary and the Collateral Agent of a Securities Account Control Agreement with respect to such Collateral, the Collateral Agent shall have a perfected security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such Domestic Grantor has neither opened nor maintains any Securities Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination of this Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any Securities Account to any Person other than the Collateral Agent or the First Priority Collateral Agent or pursuant to the First Lien Debt Documents or any Permitted Refinancing Documentation evidencing a Permitted Refinancing of the First Lien Loans.

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          (g) Schedule III sets forth Commercial Tort Claims held by any Grantor with a value in excess of $5,000,000.

          SECTION 3.03 Covenants.

          (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

          (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          (c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement (or, after the Consummation Date, the comparable provision in the Indenture), the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f), 2(b), 8(a) and 8(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c) and certifying that all UCC financing statements and other appropriate filings, recordings or registrations have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the Security Interests and Liens under this Agreement (in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction) and the Intellectual Property Security Agreement (to the extent required thereby) for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

          (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and, subject to the terms of the

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Intercreditor Agreement, delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

          (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees, subject to the terms of the Intercreditor Agreement, to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

          (f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $5,000,000, to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

          (g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

          (h) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with a value in excess of $5,000,000, such Grantor shall promptly notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement pursuant to a document in form and substance reasonably satisfactory to the Collateral Agent.

          SECTION 3.04 Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

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          (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount in excess of $5,000,000, such Grantor shall, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

          (b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

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(c) Control Agreements

          (i) Subject to the terms of the Intercreditor Agreement and upon receipt of a written notice from the First Priority Administrative Agent (as defined in the Intercreditor Agreement) to the applicable bank, with a copy to the applicable Grantor, that a Discharge of First Priority Claims (as defined in the Intercreditor Agreement) has occurred (such date, the “Discharge Date”), each applicable Domestic Grantor (other than Holdings) shall enter into, a Deposit Account Control Agreement with respect to each of the Deposit Accounts (other than Excluded Accounts) listed on Schedule VI or such Domestic Grantors shall have closed such accounts, within one hundred and twenty (120) days of the Discharge Date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion).

          (ii) Subject to the terms of the Intercreditor Agreement and upon receipt of a written notice from the First Priority Administrative Agent (as defined in the Intercreditor Agreement) to the applicable Securities Intermediary, with a copy to the applicable Grantor, that the Discharge Date has occurred, each applicable Domestic Grantor (other than Holdings) shall use commercially reasonable efforts to enter into, and shall use commercially reasonable efforts to cause the relevant Securities Intermediary or Securities Intermediaries to enter into, a Securities Account Control Agreement with respect to each of the Securities Accounts (other than Excluded Accounts) listed on Schedule VI or such Domestic Grantors shall have closed such accounts, within one hundred and twenty (120) days of the Discharge Date (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion).

     SECTION 3.05 Tranche S Collateral Account. Each Lender hereby acknowledges that (A) pursuant to the Tranche S Collateral Account Agreement the Borrower has granted to the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement) a first priority perfected Lien on the First Lien Tranche S Collateral Account, the funds credited thereto and the proceeds thereof to secure the Borrower’s obligations in respect of the Synthetic L/C Letters of Credit (as defined in the First Lien Credit Agreement), which Lien inures to the sole benefit of the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement) in its capacity as the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement, and not in its capacities as the administrative agent or the collateral agent), (B) no Lien created under the Collateral Documents on the First Lien Tranche S Collateral Account, the funds credited thereto or the proceeds thereof will be perfected as a result of the Tranche S Collateral Account Agreement or any agreements of the Borrower set forth therein and (C) any Liens created under the Collateral Documents on the First Lien Tranche S Collateral Account, the funds credited thereto or the proceeds thereof that are unperfected are effectively subordinated to the Lien thereon for the benefit of the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement) created under the Tranche S Collateral Account Agreement to the extent such Lien is perfected.

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ARTICLE IV

Remedies

               SECTION 4.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed, subject to the terms of the Intercreditor Agreement, that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law and also may, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. To the extent permitted by, and subject to the terms of, the Intercreditor Agreement, the Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the

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Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. Subject to the terms of the Intercreditor Agreement, at any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and, after the Discharge of First Priority Claims, may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, to the extent permitted by, and subject to the terms of the Intercreditor Agreement, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

          Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) or paying any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs,

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expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

               SECTION 4.02 Application of Proceeds.

          (a) To the extent permitted by, and subject to the terms of, the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) as of the Closing Date.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

          (b) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

ARTICLE V

Indemnity, Subrogation and Subordination

               SECTION 5.01 Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

               SECTION 5.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Subsidiary Party (the “Claiming Party”) shall

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not have been fully indemnified by the Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

               SECTION 5.03 Subordination.

          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

          (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VI

Miscellaneous

               SECTION 6.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture). All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

               SECTION 6.02 Waivers; Amendment.

          (a) No failure or delay by the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent and the Lenders hereunder and under the other Loan

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Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

               SECTION 6.03 Collateral Agent’s Fees and Expenses; Indemnification.

          (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement (or, on and after the Consummation Date, with respect to expenses of the Collateral Agent incurred hereunder on and after the Consummation Date, the comparable provision in the Indenture).Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and each other Secured Party and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or

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unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.

               SECTION 6.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

               SECTION 6.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid.

               SECTION 6.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

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

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jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

                    SECTION 6.08 Right of Set-Off. Subject to the terms of the Intercreditor Agreement, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

                    SECTION 6.09 Governing Law; Jurisdiction; Consent to Service of Process.

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

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

          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now

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or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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

          SECTION 6.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

          SECTION 6.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

          SECTION 6.12 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) subject to the terms of Section 6.13, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

          SECTION 6.13 Termination or Release.

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          (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations (other than contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement.

          (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of the First Lien Credit Agreement, High Yield Notes, 2016 Senior Notes or any Junior Financing and (ii) if such Security Interest was required solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and such Security Interest is no longer required to be provided pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement).

          (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), the security interest in such Collateral shall be automatically released.

          (d) Any Subsidiary Party shall be automatically released from its obligations under this Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Credit Agreement or, if such Subsidiary Party was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement);

          (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 6.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.

          SECTION 6.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this

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Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

          SECTION 6.15 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

          SECTION 6.16 General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to

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confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

ARTICLE VII

Intercreditor Agreement

          SECTION 7.01 Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

          SECTION 7.02 Possession or Control of Collateral. Notwithstanding anything herein to the contrary, for so long as the Discharge of First Priority Claims shall not have occurred and the First Lien Documents shall require the delivery of possession or control to the First Priority Collateral Agent of Collateral, any covenant hereunder requiring (or any representation or warranty hereunder to the extent that it would have the effect of requiring) the delivery of possession or control to the Collateral Agent of Collateral shall be deemed to have been satisfied (or, in the case of any representation and warranty, shall be deemed to be true) if, prior to the Discharge of First Priority Claims, such possession or control shall have been delivered to the First Priority Collateral Agent, as provided in the Intercreditor Agreement.

ARTICLE VIII

Bond Conversion Offer

          SECTION 8.01 Consummation Date. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, on and after the Consummation Date, (i) any references to the Credit Agreement shall be automatically deemed replaced by the Indenture entered into by the Borrower on the Consummation Date, and references to the Collateral Agent shall be deemed to be references to the “Collateral Agent” under and as defined in the Indenture, and (ii) this Agreement shall be automatically deemed amended mutatis mutandis to reflect that the Liens and security interests granted hereunder to the Collateral Agent (for the benefit of the Secured Parties) shall secure the “Obligations” as defined in the Indenture so as to constitute Liens and security interests granted hereunder to the “Collateral Agent” under and as defined in the Indenture, who shall on and after the Consummation Date be the Collateral Agent for all purposes hereof (for the benefit of the “Secured Parties” as defined in the Indenture), to secure the “Obligations” (as defined in the Indenture). On and after the Consummation Date, the “Obligations” as defined in the Credit Agreement shall automatically

29

tions” as defined in the Credit Agreement shall automatically and without further action cease to be “Obligations” secured by the Liens and security interests granted under this Agreement, and on and after the Consummation Date, all “Obligations” as defined in the Indenture shall automatically and without further action constitute “Obligations” secured by the Liens and security interests granted under this Agreement. In the event that the “Collateral Agent” under the Credit Agreement on the Consummation Date is a different entity from the “Collateral Agent” under the Indenture, the “Collateral Agent” under the Credit Agreement shall (i) continue to act as bailee and agent for perfection for the “Collateral Agent” under and as defined in the Indenture in respect of any possessory Collateral and any other Collateral until such actions have been taken to comply with applicable law to ensure the continuing validity and perfection of the Liens and security interests granted hereunder in favor of the “Collateral Agent” under and as defined in the Indenture, for the benefit of the “Secured Parties” as defined in the Indenture, and (ii) promptly upon the request of the “Collateral Agent” under and as defined in the Indenture, deliver to the “Collateral Agent” under and as defined in the Indenture any Collateral in the possession of the “Collateral Agent” under and as defined in the Credit Agreement (together with any applicable endorsements and instruments of transfer), and take such other action, and execute and deliver such assignment agreements or other instruments and documents, as the “Collateral Agent” under and as defined in the Indenture may reasonably request, to ensure the continuing validity and perfection of the Liens and security interests granted hereunder in favor of the “Collateral Agent” under and as defined in the Indenture, for the benefit of the “Secured Parties” as defined in the Indenture, and to assign the rights of the “Collateral Agent” under and as defined in the Credit Agreement with respect thereto to the “Collateral Agent” under and as defined in the Indenture.

30

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

TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Authorized Person
TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Director
TDS INVESTOR (LUXEMBOURG) S.A.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland
	Name:	John Sutherland
	Title:	Manager

TRAVELPORT INC. GALILEO TECHNOLOGIES LLC GTA NORTH AMERICA, INC. OWW2, LLC TRAVEL INDUSTRIES, INC. TRAVELPORT HOLDINGS, INC. TRAVELPORT HOLDINGS, LLC TRAVELPORT INTERNATIONAL SERVICES, INC. TRAVELPORT OPERATIONS, INC. WORLDSPAN LLC WORLDSPAN BBN HOLDINGS, LLC WORLDSPAN DIGITAL HOLDINGS, LLC WORLDSPAN IJET HOLDINGS, LLC WORLDSPAN OPENTABLE HOLDINGS, LLC WORLDSPAN S.A. HOLDINGS II, L.L.C. WORLDSPAN SOUTH AMERICAN HOLDINGS LLC WORLDSPAN STOREMAKER HOLDINGS, LLC WORLDSPAN TECHNOLOGIES INC. WORLDSPAN VIATOR HOLDINGS, LLC WORLDSPAN XOL LLC WS FINANCING CORP.
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary
TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Julius R. Zamora
	Name:	Julius R. Zamora
	Title:	Vice President

Schedule I to the
Second Lien Security Agreement

SUBSIDIARY PARTIES

Name of Subsidiary Party

Galileo Technologies LLC

Gta North America, Inc.

OWW2, LLC

TDS Investor (Luxembourg) S.a.r.l.

Travel Industries, Inc.

Travelport Holdings, Inc.

Travelport Holdings, LLC

Travelport Inc.

Travelport International Services, Inc.

Travelport Operations, Inc.

Travelport, LP

Waltonville Limited

WORLDSPAN BBN Holdings, LLC

WORLDSPAN Digital Holdings, LLC

WORLDSPAN IJET HOLDINGS, LLC

Worldspan LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN South American Holdings LLC

Worldspan StoreMaker Holdings, LLC

Worldspan Technologies Inc.

Worldspan Viator Holdings, LLC

Worldspan XOL LLC

WS Financing Corp.

Schedule I-1

Schedule II to the
Second Lien Security Agreement

EQUITY INTERESTS

	Number of		Registered	Number and Class	Percentage of
Entity	Certificate		Owner(s)	Equity Interests	Equity Interests
Bastion Surety Limited			Travelport Inc.	Auth: 900		65	%
				Issued: 900
Covia Canada Partnership Corp.		11	Travelport Inc.	100		65	%
Galileo International B.V.			Travelport Limited	Auth: 900		100	%
				Issued: 182
Galileo Technologies LLC		5	Travelport Inc.	Auth: 1,000		100	%
				Issued: 100
GI Worldwide Holdings C.V.			Galileo Technologies LLC — 10%, Travelport Inc. — 90%	N/A		65	%
Gta North America, Inc.		4	Travelport Inc.	Auth: 3,000		100	%
				Issued: 100
Gullivers Jersey 1 Limited		3	Travelport Inc.	Auth: 100,000		65	%
				Issued: 353
OWW2, LLC		6	TDS Investor	100%		100	%
			(Luxembourg) S.a.r.l.
TDS Investor (Luxembourg) S.a.r.1			Waltonville Limited	Class A-F Total Auth: 1,139,184 or 189,864 each Class A-F Total Issued 1,139,184 or 189,864 each		100	%
Travel Industries, Inc.		2	Travelport Inc.	1,000		100	%
Travelport (Bermuda) Ltd.		2	Travelport Limited	12,000		100	%
Travelport (Cayman) Ltd.			Travelport Limited	1		100	%
Travelport Argentina S.R.L.			Travelport, LP — 1%, Worldspan South American Holdings LLC — 99%	Auth: 1,000 Issued: 1,000		65	%
Travelport Guarantor LLC			Travelport Limited	N/A		100	%
Travelport Gulf LLC			Travelport International Services, Inc.; Worldspan Technologies, Inc.	Auth: 150,000 Issued: 150,000		65	%
Travelport Holdings, Inc.		1	Travelport LLC	Auth: 1,000		100	%

Schedule II-1

	Number of		Registered	Number and Class	Percentage of
Entity	Certificate		Owner(s)	Equity Interests	Equity Interests
				Issued: 100
Travelport Holdings, LLC			Worldspan Technologies, Inc.	Auth: 100 Issued: 100		100	%
Travelport Inc.		4	Travelport LLC	Auth: 1,000		100	%
				Issued: 100
Travelport International Services, Inc.		2	Travelport Inc.	5,000		100	%
Travelport LLC		4	TDS Investor (Luxembourg) S.a.r.l.	Auth: 1,000 Issued: 100		100	%
Travelport Mexico S.A. de C.V.			Travelport, LP; Outside Counsel	A: 50,000 B: 133,296,938		65	%
Travelport Operations, Inc.		4	Travelport Inc.	Auth: 1,000		100	%
				Issued: 100
Travelport Peru S.R.L.			Worldspan S.A. Holdings II LLC; Worldspan South American Holdings LLC	Auth: 2,636,510 Issued: 2,636,510		65	%
Travelport Services Limited			Travelport, LP	Auth: 1,000		65	%
				Issued: 2
Travelport, LP	5 — Travelport Holdings, LLC 6 — Worldspan LLC		99.996% — Travelport Holdings, LLC, .004% — Worldspan LLC	N/A		100	%
Waltonville Limited		2	Travelport Limited	Auth: 2,100		100	%
				Issued: 2,100
WORLDSPAN BBN Holdings, LLC			Travelport, LP	Auth: 100 Issued: 100		100	%
WORLDSPAN Digital Holdings, LLC			Travelport, LP	Auth: 100 Issued: 100		100	%
WORLDSPAN IJET HOLDINGS, LLC			Travelport, LP	Auth: 100 Issued: 100		100	%
Worldspan LLC		2	Travelport	NA.		100	%
			Holdings, LLC
WORLDSPAN OPENTABLE HOLDINGS, LLC			Travelport, LP	N/A		100	%
WORLDSPAN S.A. HOLDINGS II, L.L.C.			Travelport, LP	N/A		100	%
Worldspan Services Chile Limitada			Worldspan South American Holdings LLC;	5,494,000 units belonging to WASAH		65	%
			Travelport, LP
				5,500 units

Schedule II-2

	Number of		Registered	Number and Class	Percentage of
Entity	Certificate		Owner(s)	Equity Interests	Equity Interests
				belonging to Travelport, LP
Worldspan Services Costa Rica, SRL		1	Worldspan South American Holdings LLC	10		65	%
WORLDSPAN South American Holdings LLC			Travelport, LP	N/A		100	%
Worldspan StoreMaker Holdings, LLC			Travelport, LP	N/A		100	%
Worldspan Technologies Inc.		1	Travelport Inc.	100 shares		100	%
Worldspan Viator Holdings, LLC			Travelport, LP	N/A		100	%
WORLDSPAN XOL LLC			Travelport, LP	N/A		100	%
WS Financing Corp.		1	Travelport, LP	100		100	%

DEBT SECURITIES

Issuer	Principal Amount		Date of Note	Maturity Date
Travelport Inc.	$	60,000,000	September 10, 2009	March 10, 2020
Travelport (Bermuda) Ltd.	$	2,051,415,455	August 23, 2006	N/A
Travelport Investor (Luxembourg) Partnership S.E.C.S.		9,479,663€	March 27, 2009	March 31, 2039
Travelport Inc. (f/k/a B2B Newco, Inc.)	$	725,211,331	January 29, 2007	7.5 years from August 23, 2006
Travelport (Luxembourg) S.a.r.l.	$	22,493,281	August 23, 2006	N/A
Travelport Limited	$	207,500,000	September 30, 2011	December 1, 2016

Schedule II-3

Schedule III to the
Second Lien Security Agreement

COMMERCIAL TORT CLAIMS

A claim was brought against the Air Transport Association in ICC arbitration proceedings for unauthorized use of our ticketing data in its “PaxIS” product. The claim is based on breach of contract and breach of Dutch and European law in respect of database rights, claiming approximately $19.5 million in lost revenues. This action is brought in ICC Netherlands where the ICC arbitration tribunal will hear the matter between July 2, 2012 through July 6, 2012.

Schedule III-1

Schedule IV to
the Second Lien Security Agreement

PERMITTED SUBSIDIARY DISPOSITIONS AND LIQUIDATIONS

4Oceans Limited

Quantitude United Kingdom Limited

Travelport Procurement Limited

GTA (Hong Kong) Online Sales Limited

Worldspan Services Hong Kong Limited

Worldspan Hungary Kft.

Schedule IV-1

Schedule V to
the Second Lien Security Agreement

100% PLEDGED FOREIGN SUBSIDIARIES

Waltonville Limited

TDS Investor (Luxembourg) S.a.r.l.

Galileo International BV

Travelport (Bermuda) Ltd.

Travelport (Cayman) Ltd.

Schedule V-1

Schedule VI to
the Second Lien Security Agreement

DEPOSIT ACCOUNTS

Owner	Type Of Account	Bank	Account Number
Travelport Inc	Demand Deposit Acct	Bank of America		4426474711
Travelport LLC	Demand Deposit Acct	Citibank, NY		30717635

SECURITIES ACCOUNTS

NONE.

Schedule VI-1

Schedule VII to
the Second Lien Security Agreement

DOMESTIC GRANTORS

Name of Domestic Grantor

Galileo Technologies LLC

Gta North America, Inc.

OWW2, LLC

Travel Industries, Inc.

Travelport Holdings, Inc.

Travelport Holdings, LLC

Travelport Inc.

Travelport International Services, Inc.

Travelport LLC

Travelport Operations, Inc.

Travelport, LP

WORLDSPAN BBN Holdings, LLC

WORLDSPAN Digital Holdings, LLC

WORLDSPAN IJET HOLDINGS, LLC

Worldspan LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN South American Holdings LLC

Worldspan StoreMaker Holdings, LLC

Worldspan Technologies Inc.

Worldspan Viator Holdings, LLC

Worldspan XOL LLC

WS Financing Corp.

Schedule VII-1

Exhibit I to the
Second Lien Security Agreement

          SUPPLEMENT NO. __, dated as of [•] (this “ Supplement”), to the Second Lien Security Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and Wells Fargo Bank, National Association, as Collateral Agent (as used herein, as defined in the Security Agreement referred to below).

          A. Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as the “Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto.

          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

          C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans. Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Security Agreement and as consideration for Loans previously made.

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

          SECTION 1. In accordance with Section 6.14 of the Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it

Exhibit I-1

as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary and each reference to a “Domestic Grantor” in the Security Agreement shall be deemed to include any New Subsidiary that is a Domestic Guarantor. The Security Agreement is hereby incorporated herein by reference.

          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement.

          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

          SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic ef-

Exhibit I-2

fect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

          SECTION 9. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent pursuant to this Supplement and the exercise of any right or remedy by Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Supplement, the terms of the Intercreditor Agreement shall govern and control.

Exhibit I-3

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

[NAME OF NEW SUBSIDIARY]
By:
	Name:
	Title:
Jurisdiction of Formation: Address of Chief Executive Office: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:
	Name:
	Title:

Exhibit I-4

Schedule I
to the Supplement No __ to the
Second Lien Security Agreement

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

			Number and
	Number of	Registered	Class of	Percentage
Issuer	Certificate	Owner	Equity Interests	of Equity Interests

DEBT SECURITIES

	Principal
Issuer	Amount	Date of Note	Maturity Date

Exhibit I - 5

Exhibit II to the
Second Lien Security Agreement

FORM OF
PERFECTION CERTIFICATE

[•], 2011

     Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the meanings assigned therein), among Travelport Limited, a company incorporated under the laws of Bermuda (“Holdings”), Travelport LLC, a Delaware corporation (the “Borrower”), Waltonville Limited, a company incorporated under the laws of Gibraltar

(“Intermediate Parent”), TDS Investor (Luxembourg) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), Wells Fargo Bank, National Association, as the Administrative Agent, Wells Fargo Bank, National Association, as the Collateral Agent, and each Lender from time to time party thereto.

          The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the Borrower, hereby certify to the Administrative Agent and each other Secured Party as of the date hereof as follows:

1. Names. (a) The exact legal name of each Loan Party, as such name appears in its respective certificate of incorporation or formation, is as follows:

(b) Set forth in Schedule 1 is each other legal name, to our knowledge, each Loan Party has had in the past year, together with the date of the relevant change:

(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Loan Party has changed its identity or corporate structure in any way within the past year. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation to the extent such information is available to the Borrower.

(d) To our knowledge, Schedule 1 sets forth a list of all other names (including trade names or similar appellations) used by each Loan Party or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past year:

(e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Loan Party that is a registered organization:

Exhibit II - 1

(f) Set forth below is the Federal Taxpayer Identification Number of each Loan Party:

2. Current Locations. (a) The chief executive office of each Loan Party is located at the address set forth opposite its name below:

(b) The jurisdiction of formation of each Loan Party that is a registered organization is set forth opposite its name below:

(c) [Reserved].

(d) Set forth below is a list of all real property owned by each Loan Party that has a book value in excess of $7,250,000 and the name of the Loan Party that owns such real property:

(e) [Reserved].

3. [Reserved].

4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the proper Uniform Commercial Code filing office in the jurisdiction in which each Loan Party is located and, to the extent any of the Collateral is comprised of fixtures, in the proper local jurisdiction, in each case as set forth with respect to such Loan Party in Section 2 hereof.

5. Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true and correct list of all the issued and outstanding Equity Interests of the Borrower and each Subsidiary and the record and beneficial owners of such Equity Interests, to the extent required to be pledged under the Security Agreement. Also set forth on Schedule 5 is each Investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the Equity Interests of the Person in which such Investment was made, to the extent required to be pledged under the Security Agreement.

6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all promissory notes and other evidence of Indebtedness for borrowed money held by Holdings, the Borrower and each other Loan Party having a principal amount in excess of $5,000,000 that are required to be pledged under the Security Agreement.

7. Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current mortgagor/grantor of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected security interest therein.

Exhibit II - 2

8. Intellectual Property. (a) Attached hereto as Schedule 8(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Loan Party’s: (i) Patents and Patent Applications (such terms, as used herein, as defined in the Intellectual Property Security Agreement), including the name of the registered owner, type, and registration or application number of each Patent and Patent Application owned by any Loan Party; and (ii) Trademarks and Trademark Applications (such terms, as used herein, as defined in the Intellectual Property Security Agreement), including the name of the registered owner, and the registration or application number of each Trademark and Trademark application owned by any Loan Party.

(b) Attached hereto as Schedule 8(B) in proper form for filing with the United States Copyright Office is a schedule setting forth all of each Loan Party’s Copyrights (as used herein, as defined in the Intellectual Property Security Agreement), including the name of the registered owner, title, and the registration number of each Copyright owned by any Loan Party.

Exhibit II - 3

IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first set above.

TRAVELPORT LLC,
by:
	Name:
	Title:
by:
	Name:
	Title:

Perfection Certificate

Schedule 1

		Changes in Identity or
		Corporate Structure in Past
		Year (including Mergers,
	Each Legal Name	Consolidations and
	in Past Year	Acquisitions, and any change in	List of all other Names
	(with date of relevant	form, nature or	(including Trade Names)
Loan Party	change	jurisdiction)	in Past Year

Exhibit II - 5

Schedule 4

Loan Parties Filing Location

Exhibit II - 6

Schedule 5

		Issued and
	Jurisdiction of	Outstanding
	Incorporation	Equity
Entity	or Formation	Interests	Owner(s)

Investment of 50% or Less Percentage of Ownership

Exhibit II - 7

Schedule 6

Lender Issuer Principal Amount Date of Note Maturity Date

Exhibit II - 8

Schedule 7

Owner Mortgagor Filing Office

Exhibit II - 9

Schedule 8(A)(i)

Trademarks and Trademark Applications

Jurisdiction Trademark: Owner Name: App. No. App. Date Reg. No. Reg. Date

Exhibit II - 10

Schedule 8(A)(ii)

Patents and Published Pending Patent Applications

Jurisdiction Title Inventor(s) Owner Name: App. No. App. Date Patent No. Issue Date

Exhibit II - 11

Schedule 8(B)

Registered Copyrights

Jurisdiction Copyright Owner Name: Reg. No. Reg. Date

Exhibit II - 12

EXHIBIT G

Second Lien Intellectual Property Security Agreement

See attached.

EXECUTION VERSION

SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT

Dated as of

September 30, 2011,

among

TRAVELPORT LLC,
as the Borrower,

TRAVELPORT LIMITED,
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L,
as TDS Intermediate Parent,

CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	1
Section 1.01 Credit Agreement	1
Section 1.02 Other Defined Terms	1
ARTICLE II SECURITY INTERESTS	4
Section 2.01 Security Interest	5
Section 2.02 Representations and Warranties	6
Section 2.03 Covenants	7
Section 2.04 As to Intellectual Property Collateral	9
ARTICLE III REMEDIES	10
Section 3.01 Remedies Upon Default	10
Section 3.02 Application of Proceeds	12
Section 3.03 Grant of License to Use Intellectual Property	12
ARTICLE IV INDEMNITY, SUBROGATION AND SUBORDINATION	12
Section 4.01 Indemnity	13
Section 4.02 Contribution and Subrogation	13
Section 4.03 Subordination	13
ARTICLE V MISCELLANEOUS	13
Section 5.01 Notices	13
Section 5.02 Waivers; Amendment	14
Section 5.03 Collateral Agent’s Fees and Expenses; Indemnification	14
Section 5.04 Successors and Assigns	15
Section 5.05 Survival of Agreement	15
Section 5.06 Counterparts; Effectiveness; Several Agreement	15
Section 5.07 Severability	16
Section 5.08 Right of Set-Off	16
Section 5.09 Governing Law; Jurisdiction; Consent to Service of Process	16
Section 5.10 WAIVER OF JURY TRIAL	17
Section 5.11 Headings	17
Section 5.12 Security Interest Absolute	17
Section 5.13 Termination or Release	18
Section 5.14 Additional Restricted Subsidiaries	18
Section 5.15 General Authority of the Collateral Agent	19
Section 5.16 Collateral Agent Appointed Attorney-in-Fact	19
ARTICLE VI INTERCREDITOR AGREEMENT	20
Section 6.01 Intercreditor Agreement Controls	20
ARTICLE VII BOND CONVERSION OFFER	20
Section 7.01 Consummation Date	20

Schedules

Schedule I	Subsidiary Parties
Schedule II	Intellectual Property
Exhibits
Exhibit I	Form of Supplement
Exhibit II	Form of Copyright Security Agreement
Exhibit III	Form of Trademark Security Agreement
Exhibit IV	Form of Patent Security Agreement

          SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of September 30, 2011 among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as defined below) for the Secured Parties (as defined below).

          Reference is made to the Second Lien Credit Agreement dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.01 Credit Agreement.

          (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement (or, on and after the Consummation Date, the meaning specified for the comparable term in the Indenture). All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

          (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

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

          “Administrative Agent” means Wells Fargo Bank, National Association, together with its successors and permitted assigns, acting as administrative agent under the Credit Agreement, or, on and after the Consummation Date, Wells Fargo Bank, National Association,

acting as trustee under the Indenture, or such other Person who shall act as trustee under the Indenture, together with such Person’s (Wells Fargo Bank, National Association, or otherwise) successors and permitted assigns in such capacity.

          “Agreement” means this Second Lien Intellectual Property Security Agreement.

          “Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Claiming Party” has the meaning assigned to such term in Section 4.02.

          “Collateral” has the meaning assigned to such term in Section 2.01.

          “Collateral Agent” means Wells Fargo Bank, National Association, together with its successors and permitted assigns, acting as “Collateral Agent” (under and as defined in the Credit Agreement) for the Secured Parties, or, on and after the Consummation Date, Wells Fargo Bank, National Association, acting as “Collateral Agent” (under and as defined in the Indenture) for the Secured Parties, or such other Person who shall act as “Collateral Agent” (under and as defined in the Indenture) for the Secured Parties, together with such Person’s (Wells Fargo Bank, National Association, or otherwise) successors and permitted assigns in such capacity.

          “Contributing Party” has the meaning assigned to such term in Section 4.02.

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

          “Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II.

          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Discharge of First Priority Claims” has the meaning assigned to such term in the Intercreditor Agreement.

          “First Priority Collateral Agent” has the meaning assigned to such term in the Intercreditor Agreement.

          “First Priority Documents” has the meaning assigned to such term in the Inter-creditor Agreement.

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          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.

          “Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

          “Intellectual Property Collateral” means Collateral consisting of Intellectual Property.

          “Intellectual Property Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

          “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “Intercreditor Agreement” means the Intercreditor Agreement, dated as of [•], 2011, among UBS AG, Stamford Branch, in its capacity as First Priority Collateral Agent (as defined therein), UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority Collateral Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority Administrative Agent (as defined therein) and the other parties thereto, as amended, restated, amended and re-stated, supplemented or otherwise modified from time to time.

          “License” means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement to which any Grantor is a party, including those listed on Schedule II.

          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

          “Obligations” means all “Obligations” as defined in the Credit Agreement, and on and after the Consummation Date, all “Obligations” as defined in the Indenture.

          “Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

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          “Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

          “Perfection Certificate” has the meaning specified in the Security Agreement.

          “Proceeds” has the meaning specified in Section 9-102 of the New York UCC.

          “Secured Parties” means “Secured Parties” as defined in the Credit Agreement, and on and after the Consummation Date, “Secured Parties” as defined in the Indenture.

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

          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

          “TDS Intermediate Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

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

          “Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

SECURITY INTERESTS

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          Section 2.01 Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

     (i) all Copyrights;

     (ii) all Patents;

     (iii) all Trademarks; provided, however, that the grant of Security Interest shall not include any intent-to-use application for a Trademark that may be deemed invalidated, cancelled or abandoned due to the grant and/or enforcement of such Security Interest unless and until such time that the acceptable evidence of use of such Trademark is filed with the United States Patent and Trademark Office and grant and/or enforcement of the Security Interest will not affect the status or validity of such application for such Trademark or the resulting registration;

     (iv) all Licenses;

     (v) all other Intellectual Property; and

     (vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto or continuation statements without the signature of the Grantor in respect thereof that (i) indicate the Collateral as “all assets whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

          The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country or state) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

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          (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

          Section 2.02 Representations and Warranties. Holdings, the Intermediate Parent and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the other Secured Parties that:

     (a) Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

     (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture)), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the

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United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

     (c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations, including the Guarantees, (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (iii) a security interest that shall be perfected in all Collateral in the United States in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205 and otherwise as may be required pursuant to the laws of any other necessary jurisdiction. The Security Interest (to the extent such Security Interest can be perfected by making the filings and recordations described in the immediately preceding sentence) is and shall be prior to any other Lien on any of the Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

     (d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture). None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          Section 2.03 Covenants.

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          (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

          (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          (c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 2.03(c).

          (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

          Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral.

          (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement (or, on and

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after the Consummation Date, the comparable provision in the Indenture), and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees, subject to the terms of the Intercreditor Agreement, to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

          (f) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance.

          Section 2.04 As to Intellectual Property Collateral.

          (a) In order to facilitate filings with United States Patent and Trademark Office and the United States Copyright Office, each Grantor, if applicable, shall execute and deliver to Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements or Patent Security Agreements, or supplements thereto, in the forms of Exhibits II, III and IV, to further evidence Collateral Agent’s Security Interest in such Grantor’s Intellectual Property Collateral relating thereto or represented thereby.

          (b) Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

          (c) Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its

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Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).

          (d) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality.

          (e) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement and the Intercreditor Agreement with respect thereto.

          (f) Once every fiscal quarter of the Borrower, with respect to issued or registered Patents (or published applications therefor) or Trademarks (or applications therefor), and once every month, with respect to registered Copyrights, each Grantor shall sign and deliver to the Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate.

          (g) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement and the Intercreditor Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

ARTICLE III

REMEDIES

          Section 3.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, at such time or after, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an

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exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and, generally, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into

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such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, to the extent permitted by, and subject to the terms of the Intercreditor Agreement, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

          Section 3.02 Application of Proceeds. To the extent permitted by, and subject to the terms of, the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture) as of the Closing Date.

          The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

          Section 3.03 Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. To the extent permitted by, and subject to the terms of the Intercreditor Agreement, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE IV

INDEMNITY, SUBROGATION AND SUBORDINATION

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          Section 4.01 Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 4.03), the Borrower agrees that in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

          Section 4.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

          Section 4.03 Subordination.

          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 4.01 and 4.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 4.01 and 4.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

          (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE V

Miscellaneous

          Section 5.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture). All communications and notices hereunder to any Subsidiary Party shall be given to

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          it in care of the Borrower as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          Section 5.02 Waivers; Amendment.

          (a) No failure or delay by the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture).

          Section 5.03 Collateral Agent’s Fees and Expenses; Indemnification.

          (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement (or, on and after the Consummation Date, with respect to expenses of the Collateral Agent incurred hereunder on and after the Consummation Date, the comparable provision in the Indenture).

          (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and each other Secured Party and their respective Affiliates, directors, officers, employees, counsel, agent, trustees, investment advisors and attorneys-in-fact (collectively, the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,

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liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand therefor.

          Section 5.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

          Section 5.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid.

          Section 5.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified,

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supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

          Section 5.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          Section 5.08 Right of Set-Off. Subject to the terms of the Intercreditor Agreement, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or under any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent and such Lender may have.

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

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

          (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and

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may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 5.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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

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

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

          Section 5.12 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or

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guaranteeing all or any of the Obligations or (d) subject to the terms of Section 5.13, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

          Section 5.13 Termination or Release.

          (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations (other than contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement.

          (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided, further, that no such release shall occur if such Grantor continues to be a guarantor in respect of the First Lien Credit Agreement, any First Lien Permitted Refinancing Documents, High Yield Notes or any Junior Financing.

          (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), the security interest in such Collateral shall be automatically released.

          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Collateral Agent.

          Section 5.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture), certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of an Intellectual Property Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

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          Section 5.15 General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

          Section 5.16 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor, to the extent permitted by, and subject to the terms of the Intercreditor Agreement, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

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ARTICLE VI

Intercreditor Agreement

          Section 6.01 Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

ARTICLE VII

Bond Conversion Offer

          Section 7.01 Consummation Date. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, on and after the Consummation Date, (i) any references to the Credit Agreement shall be automatically deemed replaced by references to the Indenture entered into by the Borrower on the Consummation Date, and references to the Collateral Agent shall be deemed to be references to the “Collateral Agent” under and as defined in the Indenture, and (ii) this Agreement shall be automatically deemed amended mutatis mutandis to reflect that the Liens and security interests granted hereunder to the Collateral Agent (for the benefit of the Secured Parties) shall secure the “Obligations” as defined in the Indenture so as to constitute Liens and security interests granted hereunder to the “Collateral Agent” under and as defined in the Indenture, who shall on and after the Consummation Date be the Collateral Agent for all purposes hereof (for the benefit of the “Secured Parties” as defined in the Indenture), to secure the “Obligations” (as defined in the Indenture). On and after the Consummation Date, the “Obligations” as defined in the Credit Agreement shall automatically and without further action cease to be “Obligations” secured by the Liens and security interests granted under this Agreement, and on and after the Consummation Date, all “Obligations” as defined in the Indenture shall automatically and without further action constitute “Obligations” secured by the Liens and security interests granted under this Agreement. In the event that the “Collateral Agent” under the Credit Agreement on the Consummation Date is a different entity from the “Collateral Agent” under the Indenture, the “Collateral Agent” under the Credit Agreement shall (i) continue to act as bailee and agent for perfection for the “Collateral Agent” under and as defined in the Indenture in respect of any possessory Collateral and any other Collateral until such actions have been taken to comply with applicable law to ensure the continuing validity and perfection of the Liens and security interests granted hereunder in favor of the “Collateral Agent” under and as defined in the Indenture, for the benefit of the “Secured Parties” as defined in the Indenture, and (ii) promptly upon the request of the “Collateral Agent” under and as defined in the Indenture, deliver to the “Collateral Agent” under and as defined in the Indenture any Collateral in the possession of the “Collateral Agent” under and as defined in the Credit Agreement (together with any applicable endorsements and instruments of transfer), and take such other action, and execute and deliver such assignment agreements or other instruments and documents, as the “Collateral Agent” under and as defined in the Indenture may reasonably request, to ensure the continuing validity and perfection of the Liens and security interests granted hereunder in favor of the “Collateral Agent” under and as defined in the Indenture, for the benefit of the

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“Secured Parties” as defined in the Indenture, and to assign the rights of the “Collateral Agent” under and as defined in the Credit Agreement with respect thereto to the “Collateral Agent” under and as defined in the Indenture.

[Remainder of page intentionally left blank]

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

TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Director
TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Authorized Person
TDS INVESTOR (LUXEMBOURG) S.A.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland
	Name:	John Sutherland
	Title:	Manager

TRAVELPORT INC. GALILEO TECHNOLOGIES LLC GTA NORTH AMERICA, INC. OWW2, LLC TRAVEL INDUSTRIES, INC. TRAVELPORT HOLDINGS, INC. TRAVELPORT HOLDINGS, LLC TRAVELPORT INTERNATIONAL SERVICES, INC. TRAVELPORT OPERATIONS, INC. WORLDSPAN LLC WORLDSPAN BBN HOLDINGS, LLC WORLDSPAN DIGITAL HOLDINGS, LLC WORLDSPAN IJET HOLDINGS, LLC WORLDSPAN OPENTABLE HOLDINGS, LLC WORLDSPAN S.A. HOLDINGS II, L.L.C. WORLDSPAN SOUTH AMERICAN HOLDINGS LLC WORLDSPAN STOREMAKER HOLDINGS, LLC WORLDSPAN TECHNOLOGIES INC. WORLDSPAN VIATOR HOLDINGS, LLC WORLDSPAN XOL LLC WS FINANCING CORP.
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary
TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Julius R. Zamora
	Name:	Julius R. Zamora
	Title:	Vice President

Schedule I to the
Second Lien Intellectual Property
Security Agreement

SUBSIDIARY PARTIES

	Jurisdiction of
Name of Subsidiary Party	Formation
Galileo Technologies LLC	Delaware
Gta North America, Inc.	Delaware
OWW2, LLC	Delaware
TDS Investor (Luxembourg) S.a.r.l.	Luxembourg
Travel Industries, Inc.	Delaware
Travelport Holdings, Inc.	Delaware
Travelport Holdings, LLC	Delaware
Travelport Inc.	Delaware
Travelport International Services, Inc.	Delaware
Travelport Operations, Inc.	Delaware
Travelport, LP	Delaware
Waltonville Limited	Gibraltar
WORLDSPAN BBN Holdings, LLC	California
WORLDSPAN Digital Holdings, LLC	Delaware
WORLDSPAN IJET HOLDINGS, LLC	Delaware
Worldspan LLC	Delaware
WORLDSPAN OPENTABLE HOLDINGS, LLC	Georgia
WORLDSPAN S.A. HOLDINGS II, L.L.C.	Georgia
WORLDSPAN South American Holdings, LLC	Georgia
Worldspan StoreMaker Holdings, LLC	Delaware
Worldspan Technologies Inc.	Delaware
Worldspan Viator Holdings, LLC	Delaware
Worldspan XOL LLC	Georgia
WS Financing Corp.	Delaware

[* Indicates that the entity executed this Agreement under an individual signature block]

Schedule II to the
Second Lien Intellectual Property
Security Agreement

U.S. COPYRIGHTS OWNED BY TRAVELPORT, LP

Title	Jurisdiction	Reg. No.	Record Owner
Worldspan AVS database	USA	TX0005589147	Worldspan, L.P.*
Worldspan computer interface program	USA	TX0005586920	Worldspan, L.P.*
Worldspan echo availability data-base	USA	TX0005589168	Worldspan, L.P.*
Worldspan/Kinetics computer interface program	USA	TX0005589163	Worldspan, L.P.*
Worldspan disk drive utility computer program	USA	TXu000688224	Worldspan, L.P.*

* - Worldspan, L.P. changed its name to Travelport, LP.

PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT
OPERATIONS, INC.

Patent No./			Record
Application No.	Country	Title	Owner	App. Date	Date Issued
2,338,274	Canada	Apparatus and Method for On-line Price Competitor’s Goods and/or Services over a Computer Network	Travelport Operations, Inc.	03 June 1999
2000-561573	Japan	Apparatus and Method for On-line Price Competitor’s Goods and/or Services over a Computer Network	Travelport Operations, Inc.	7/16/2002 Publication Date
712,016	Korea	Apparatus and Method for On-line Price Competitor’s Goods and/or Services over a Computer Network	Travelport Operations, Inc.	03 June 1999	20 April 2007
814,895	Korea	Computer-Implemented System and Method for Booking Airline Travel Itineraries	Travelport Operations, Inc.	17 September 2001	12 March 2008

1

Patent No./			Record
Application No.	Country	Title	Owner	App. Date	Date Issued
6,035,288	US	Interactive Computer-Implemented System and Method for Negotiating Sale of Goods and/or Services	Travelport Operations, Inc.	29 June 1998	07 March 2000
10/940979	US	Interactive Computer-Implemented System and Method for Negotiating Sale of Goods and/or Services	Travelport Operations, Inc.	15 September 2004
6,076,070	US	Apparatus and Method for On-line Price Comparison of Competitor’s Goods and/or Services over a Computer Network	Travelport Operations, Inc.	23 July 1998	13 June 2000
6,304,850	US	Computer-Implemented System and Method for Booking Airline Travel Itineraries	Travelport Operations, Inc.	17 March 1999	16 October 2001
12/738350	US	Systems and Methods for Programmatic Generation of Database Statements	Travelport Operations, Inc.	16 April 2010

PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT, LP

Patent No./			Record
Application No.	Country	Title	Owner	App. Date	Date Issued
7,062,480	US	System and method for caching and utilizing flight availability	Travelport, LP	01 April 2002	13 June 2006
7,853,575 7,693,894	US US	System and method for caching and utilizing flight availability data System and method for caching and utilizing flight availability data	Travelport, LP Travelport, LP	10 February 2006 10 February 2006	14 December 2010 06 April 2010
7,603,281	US	Method, computer program and system for pushing flight information to passengers.	Travelport, LP	12 October 2000	13 October 2009
7,694,012	US	System and Method for Routing Data	Travelport, LP	28 February 2007	06 April 2010
11/778444	US	Automated repricing of revised itineraries for ticket changes requested after issuance	Travelport, LP	16 July 2007
12/650227	US	Computer-based systems and methods for collaborative travel planning	Travelport, LP	30 December 2009
12/027792	US	Method and system for airline fare verification auditing	Travelport, LP	07 February 2008
12/721920	US	System and Method of Travel Itinerary Creation	Travelport, LP	11 March 2010
2008311781	Australia	Method and system for airline fare verification auditing	Worldspan, LP*	20 October 2008

2

Patent No./			Record
Application No.	Country	Title	Owner	App. Date	Date Issued
07 810 740.6	European Patent Office	Automatic repricing of alternative itineraries for ticket changes requested after issuance	Worldspan, LP*	24 February 2009
201002554-2	Singapore	Method and system for airline fare verification auditing	Worldspan, LP*	20 October 2008

* - Worldspan, L.P. changed its name to Travelport, LP.

PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT INC.

Patent No./			Record
Application No.	Country	Title	Owner	App. Date	Date Issued
6,360,205	US	Obtaining and Utilizing Commercial In- formation	Trip.com, Inc.*	05 March 1999	19 March 2002

* - Trip.com, Inc. merged into Travelport Inc.

TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY TRAVELPORT, LP

					App.	Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
WORLDSPAN	11796	11796	Registered	Andorra	26-Nov-1998	26-Nov-1998	Worldspan*
GALILEO		2116	Registered	Anguilla	27-Nov-1987	27-Nov-1987	Galileo International LLC***
GALILEO		2941	Registered	Antigua and Barbuda	02-Dec-1987	02-Dec-1987	Galileo International LLC***
GLOBE DESIGN		2972	Registered	Antigua and Barbuda	30-Mar-1988	30-Mar-1988	Galileo International LLC***
QUANTITUDE			Registered	Argentina	1992866	9/24/2004	Galileo International LLC***
QUANTITUDE			Registered	Argentina	1988991	25-Aug-2004	Galileo International LLC***
WORLDSPAN	2288429	2007582	Registered	Argentina	26-May-2000	26-Jan-2005	Worldspan*
WORLDSPAN TRIP MANAGER	2288430	2007583	Registered	Argentina	26-May-2000	26-Jan-2005	Worldspan*
WORLDSPAN WIRED	2288431	2007584	Registered	Argentina	26-May-2000	26-Jan-2005	Worldspan*
WORLDSPAN	IM-0001-6.12	20336	Registered	Aruba	06-Jan-2000	08-Feb-2000	Travelport, LP
TOUR SOURCE	609458	A609458	Registered	Australia	18-Aug-1993	18-Aug-1993	Travelport, LP
WORLDSPAN	758766	758766	Registered	Australia	02-Apr-1998	02-Apr-1998	Worldspan*
WORLDSPAN WIRED	741501	741501	Registered	Australia	15-Aug-1997	15-Aug-1997	Worldspan*

3

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
GALILEO		119566	Registered	Austria		11-May- 1988	Galileo International LLC***
GALILEO	12626	12626	Registered	Bahamas	28-Sep-1987	28-Sep-1987	Galileo International LLC***
GLOBE DESIGN	12800	12800	Registered	Bahamas	04-Mar-1988	04-Mar-1988	Galileo International LLC***
WORLDSPAN	21268	21268	Registered	Bahamas	30-Dec-1998	28-Jan-2000	Worldspan*
WORLDSPAN	370/99		Pending	Bahrain	06-Mar-1999		Worldspan*
WORLDSPAN	58273/98		Pending	Bangladesh	14-Dec-1998		Worldspan*
GALILEO		81/6866	Registered	Barbados	15-Dec-1987	08-Mar-1998	Galileo International LLC***
GALILEO	81/21022	81/21022	Registered	Barbados	30-Sep-2005	15-May-2007	Galileo International LLC***
GALILEO	81/21021	81/21021	Registered	Barbados	30-Sep-2005	15-May-2007	Galileo International LLC***
GLOBE DESIGN		81/4806	Registered	Barbados	17-Mar-1988	27-Mar-1996	Galileo International LLC***
GALILEO		11032	Registered	Bermuda	02-Nov-1987	02-Nov-1987	Travelport International LLC***
WORLDSPAN	30345	30345	Registered	Bermuda	11-Dec-1998	11-Dec-1998	Worldspan*
DISEÑO	0920-2000		Pending	Bolivia	08-Mar-2000		Worldspan*
WORLDSPAN	0922-2000		Pending	Bolivia	08-Mar-2000		Worldspan*
WORLDSPAN TRIP MANAGER	2827	89673	Registered	Bolivia	08-Mar-2000	07-Apr-2003	Worldspan*
WORLDSPAN WIRED	0919-2000		Pending	Bolivia	08-Mar-2000		Worldspan*
WORLDSPAN	BAZ983282A	BAZ298282A	Registered	Bosnia and Herzegovina	02-Dec-1998	23-Dec-2003	Worldspan*
WORLDSPAN	822463440	822463440	Registered	Brazil	17-Feb-2000	27-Dec-2005	Worldspan*
WORLDSPAN TRIP MANAGER	822463474	822463474	Registered	Brazil	17-Feb-2000	27-Dec-2005	Worldspan*
WORLDSPAN WIRED	822463482	822463482	Registered	Brazil	17-Feb-2000	27-Dec-2005	Worldspan*
APOLLO	631468	421758	Registered	Canada	08-May-1989	07-Jan-1994	Galileo International LLC***
CAR SELECT	753058	481626	Registered	Canada	25-Apr-1994	26-Aug-1997	Worldspan*
CARMASTER	631470	376482	Registered	Canada	08-May-1989	30-Nov-1990	Galileo International LLC***
FOCALPOINT (stylized)	631411	381141	Registered	Canada	08-May-1989	08-Mar-1991	Galileo International LLC***
GALILEO	592411	530315	Registered	Canada	25-Sep-1987	21-Jul-2000	Galileo International LLC***
GALILEO	1020871	554351	Registered	Canada	30-Jun-1999	22-Nov-2001	Galileo International LLC***
GALILEO INTERNATIONAL & Design	1020872	558280	Registered	Canada	30-Jun-1999	21-Feb-2002	Galileo International LLC***

4

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
GALILEO VACATIONS	1298094	TMA776641	Registered	Canada	18-Apr-2006	09-Sep-2010	Galileo International LLC***
GLOBE DESIGN	1020870	553383	Registered	Canada	30-Jun-1999	05-Nov-2001	Galileo International LLC***
GLOBE DESIGN	602230	563598	Registered	Canada	08-Mar-1988	18-Jun-2002	Galileo International LLC***
INSIDE AVAILABILITY		TMA460,207	Registered	Canada		19-Jul-2006	Galileo International LLC***
INSIDE LINK	631467	404739	Registered	Canada	08-May-1989	13-Nov-1992	Galileo International LLC***
POWER SHOPPER	1214592	636413	Registered	Canada	26-Apr-2004	30-Mar-2005	Worldspan*
ROOMMASTER	639525	438914	Registered	Canada	29-Aug-1989	10-Feb-1995	Galileo International LLC***
TRAVELPORT ROOMS AND MORE	1538402		Pending	Canada	28-Jul-2011		Worldspan*
TRAVELSCREEN	631469	376154	Registered	Canada	08-May-1989	23-Nov-1990	Galileo International LLC***
WORLDSPAN	650372	392001	Registered	Canada	08-Feb-1990	20-Dec-1991	Worldspan*
WORLDSPAN (Stylized w/ maple leaf)	1173618	634859	Registered	Canada	02-Apr-2003	10-Mar-2005	Worldspan*
WORLDSPAN GO!	885993	535505	Registered	Canada	30-Jul-1998	24-Oct-2000	Worldspan*
WORLDSPAN TRIP MANAGER	1007352	TMA564491	Registered	Canada	04-Mar-1999	09-Jul-2002	Worldspan*
WORLDSPAN WIRED	857440	TMA526262	Registered	Canada	30-Sep-1997	31-Mar-2000	Worldspan*
WORLDSPAN	493478	623859	Registered	Chile	14-Jul-2000	05-Mar-2002	Worldspan*
WORLDSPAN	9800078039	1339820	Registered	China (People’s Republic)	13-Jul-1998	27-Nov-1999	Travelport, LP
WORLDSPAN	1019765	264473	Registered	Colombia	12-Mar-2001	16-Apr-2002	Worldspan*
WORLDSPAN TRIP MANAGER	1019767	243929	Registered	Colombia	12-Mar-2001	01-Nov-2001	Worldspan*
WORLDSPAN WIRED	1019769	243930	Registered	Colombia	12-Mar-2001	01-Nov-2001	Worldspan*
WORLDSPAN	2001-8442	133619	Registered	Costa Rica	08-Nov-2001	17-May-2002	Worldspan*
WORLDSPAN TRIP MANAGER	2001-8444	133620	Registered	Costa Rica	08-Nov-2001	17-May-2002	Worldspan*
WORLDSPAN WIRED	2001/8443	133618	Registered	Costa Rica	08-Nov-2001	17-May-2002	Worldspan*
WORLDSPAN	137905	223382	Registered	Czech Republic	23-Nov-1998	23-Mar-2000	Worldspan*
GALILEO		123/08/RADM	Registered	Djibouti		22-Oct-1987	Galileo International LLC***
GALILEO		23/88	Registered	Dominica	17-May-1988	17-May-1988	Galileo International LLC***
GLOBE DESIGN		35/88	Registered	Dominica	07-Jul-1988	07-Jul-1988	Galileo International LLC***
WORLDSPAN	102882	102882	Registered	Dominican Republic	20-Jan-1999	15-Mar-1999	Worldspan*

5

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
WORLDSPAN	101047-99	I-8972-2003	Registered	Ecuador	23-Dec-1999	27-Feb-2002	Worldspan*
WORLDSPAN	76440	76440	Registered	Egypt	13-Feb-1990	13-Feb-1990	Travelport, LP
WORLDSPAN	E-4155-0	E-4155-00	Registered	El Salvador	08-Jun-2000	30-Aug-2001	Travelport, LP
WORLDSPAN TRIP MANAGER	E-4157-00	21 Book 137	Registered	El Salvador	08-Jun-2000	17-Aug-2001	Worldspan*
WORLDSPAN	98-02745	31455	Registered	Estonia	20-Nov-1998	29-Jun-2000	Travelport, LP
WORLDSPAN	751107	751107	Registered	European Community	10-Feb-1998	13-Jul-1999	Worldspan*
WORLDSPAN COMMERCIAL WORLD		674630	Registered	European Community		27-Sep-1999	Worldspan*
WORLDSPAN CRUISE LINE SOURCE		674598	Registered	European Community		18-May-1999	Worldspan*
WORLDSPAN POWER PRICING	674648	674648	Registered	European Community	31-Oct-1997	10-May-1999	Worldspan*
WORLDSPAN SECURATE	674515	674515	Registered	European Community	31-Oct-1997	18-May-1999	Worldspan*
WORLDSPAN TRIP MANAGER	674770	674770	Registered	European Community	31-Oct-1997	18-May-1999	Worldspan*
WORLDSPAN WIRED	619403	619403	Registered	European Community	21-Aug-1997	16-Apr-1999	Worldspan*
WORLDSPAN WORLD STP	674663	674663	Registered	European Community	31-Oct-1997	18-May-1999	Worldspan*
WORLDSPAN WORLDGROUP	674739	674739	Registered	European Community	31-Oct-1997	18-May-1999	Worldspan*
WORLDSPAN	1894-99	106819	Registered	Guatemala	10-Mar-1999	27-Sep-2000	Travelport, LP
WORLDSPAN	9324/2000		Pending	Honduras	28-Jun-2000		Worldspan*
WORLDSPAN TRIP MANAGER	2000-9323		Pending	Honduras	28-Jun-2000		Worldspan*
WORLDSPAN	9805000	199913288	Registered	Hong Kong	20-Apr-1998	29-Oct-1999	Worldspan*
WORLDSPAN	M9403103	144567	Registered	Hungary	16-Aug-1994	14-May-1997	Worldspan*
WORLDSPAN	849455	849455	Registered	India	05-Apr-1999	18-Jan-2007	Worldspan*
WORLDSPAN	764/90	138503	Registered	Ireland	09-Feb-1990	09-Feb-1990	Worldspan*
WORLDSPAN	75331	T/75331	Registered	Israel	12-Feb-1990	11-Aug-1993	Travelport, LP
WORLDSPAN TRIP MANAGER	125746	125746	Registered	Israel	14-Feb-1999	06-Apr-2000	Travelport, LP
WORLDSPAN WIRED	125745	125745	Registered	Israel	14-Feb-1999	07-Feb-2000	Travelport, LP
GALILEO	9/1077	22338	Registered	Jamaica	01-Oct-1987	01-Oct-1987	Galileo International LLC***
APOLLO	44374/90		Pending	Japan	19-Apr-1990		Galileo International LLC***
WORLDSPAN	041543/98	4290403	Registered	Japan	20-May-1998	02-Jul-1999	Worldspan*

6

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
WORLDSPAN TRIP MANAGER	037994/99	4542545	Registered	Japan	30-Apr-1999	08-Feb-2002	Worldspan*
WORLDSPAN WIRED	037993/99	4414965	Registered	Japan	30-Apr-1999	08-Sep-2000	Travelport, LP
WORLDSPAN	041543/98	50544	Registered	Jordan	26-Jul-1998	26-Jul-1999	Worldspan*
WORLDSPAN	SMA/1721	SMA/1721	Registered	Kenya	07-Jun-1999	09-Apr-2002	Worldspan*
WORLDSPAN TRIP MANAGER	SMA/1725	SMA/1725	Registered	Kenya	07-Jun-1999	09-Apr-2002	Worldspan*
WORLDSPAN WIRED	SMA/1726	SMA/1726	Registered	Kenya	07-Jun-1999	09-Apr-2002	Worldspan*
WORLDSPAN	98-3667	55409	Registered	Korea, Republic of	11-May-1998	28-Jun-1999	Travelport, LP
WORLDSPAN TRIP MANAGER	99/1605	59168	Registered	Korea, Republic of	18-Feb-1999	24-Jan-2000	Travelport, LP
WORLDSPAN WIRED	99-1604	59167	Registered	Korea, Republic of	18-Feb-1999	24-Jan-2000	Travelport, LP
WORLDSPAN	42584	39017	Registered	Kuwait	08-Mar-1999	17-Aug-2004	Worldspan*
SWISH Design		78733	Registered	Lebanon	01-Jan-1999	02-Feb-1999	Worldspan*
WORLDSPAN		76838	Registered	Lebanon	24-Aug-1998	24-Aug-1998	Worldspan*
WORLDSPAN	119856	119856	Registered	Lebanon	18-Dec-2008	22-Dec-2008	Worldspan*
WORLDSPAN GLOBE	76839	76839	Registered	Lebanon	24-Aug-1998	24-Aug-1998	Worldspan*
Design only		11037	Registered	Liechtenstein		20-Jan-1999	Worldspan*
Design only		11039	Registered	Liechtenstein		20-Jan-1999	Worldspan*
WORLDSPAN	23615	23615	Registered	Malta	26-Sep-1994	22-Nov-1994	Worldspan*
APOLLO	85091	400626	Registered	Mexico	09-Apr-1990	09-Apr-1990	Galileo International Partnership****
COMMERCIAL WORLD		478505	Registered	Mexico	03-Nov-1994		Worldspan*
CORPORATE APOLLO	85086	381173	Registered	Mexico	09-Apr-1990	09-Apr-1990	Galileo International Partnership****
FOCALPOINT	85089	381268	Registered	Mexico	09-Apr-1990	09-Apr-1990	Galileo International Partnership****
GALILEO	242267	505353	Registered	Mexico	31-Aug-1995	31-Aug-1995	Galileo International LLC***
GALILEO	242265	505352	Registered	Mexico	31-Aug-1995	31-Aug-1995	Galileo International LLC***
GALILEO	242266	906627	Registered	Mexico	31-Aug-1995	31-Oct-2005	Galileo International LLC***
GLOBE DESIGN		356540	Registered	Mexico	14-Mar-1988	14-Mar-1988	Galileo Distribution Systems****
GLOBE DESIGN		355596	Registered	Mexico	14-Mar-1988	14-Mar-1988	Galileo International LLC***
GLOBE DESIGN		365583	Registered	Mexico	14-Mar-1988	14-Mar-1988	Galileo International LLC***
GLOBE DESIGN		358386	Registered	Mexico	14-Mar-1988	14-Mar-1988	Galileo International LLC***

7

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
GLOBE DESIGN		355595	Registered	Mexico	14-Mar-1988	14-Mar-1988	Galileo International LLC***
HIGHWIRE	554405	755406	Registered	Mexico	01-Jul-2002	23-Jul-2002	Galileo International LLC***
HIGHWIRE	554404	755405	Registered	Mexico	01-Jul-2002	23-Jul-2002	Galileo International LLC***
LEISURESHOPPER	85088	381267	Registered	Mexico	09-Apr-1990	17-Aug-1995	Galileo International Partnership****
POWER PRICING	355226	599816	Registered	Mexico	24-Nov-1998	29-Jan-1999	Worldspan*
POWER SHOPPER	355225	599815	Registered	Mexico	24-Nov-1998	29-Jan-1999	Worldspan*
QUANTITUDE		708514	Registered	Mexico		30-Jul-2001	Galileo International LLC***
ROOMMASTER	85081	381170	Registered	Mexico	09-Apr-1990	09-Apr-1990	Galileo International Partnership****
WORLDSPAN	81500	389828	Registered	Mexico	08-Feb-1990	31-Jan-1991	Worldspan*
WORLDSPAN GO!	346680	595148	Registered	Mexico	09-Sep-1998	30-Nov-1998	Worldspan*
WORLDSPAN TRIP MANAGER	355220	601714	Registered	Mexico	24-Nov-1998	25-Feb-1999	Worldspan*
WORLDSPAN WIRED	218145	571542	Registered	Mexico	18-Dec-1997	27-Feb-1998	Worldspan*
GALILEO	1375	1375	Registered	Montserrat	25-Jan-1988	25-Jan-1988	Galileo International LLC***
GLOBE DESIGN	1382	1382	Registered	Montserrat	22-Apr-1988	22-Apr-1988	Galileo International LLC***
GLOBE DESIGN		15114	Registered	Netherlands Antilles	29-Mar-1988	29-Mar-1988	Galileo International LLC***
TOUR SOURCE	229384	229384	Registered	New Zealand	16-Aug-1993	03-Oct-1996	Worldspan*
WORLDSPAN	303116	303116	Registered	New Zealand	21-Dec-1998	12-Jul-1999	Worldspan*
WORLDSPAN	2000-003084	2010091875 CC	Registered	Nicaragua	28-Jun-2000	17-Nov-2010	Worldspan*
WORLDSPAN	TP-38954	64319	Registered	Nigeria	25-Jan-1999	03-Sep-2003	Worldspan*
WORLDSPAN	90.0745	148332	Registered	Norway	09-Feb-1990	02-Jan-1992	Worldspan*
WORLDSPAN TRIP MANAGER	199901513	205971	Registered	Norway	15-Feb-1999	08-Dec-2000	Travelport, LP
WORLDSPAN	157319	157319	Registered	Pakistan	25-Aug-1999	01-Oct-2005	Worldspan*
WORLDSPAN	107382	107382	Registered	Panama	22-May-2000	16-Apr-2001	Worldspan, L.P.
WORLDSPAN	5426-1999	222011	Registered	Paraguay	23-Mar-1999	19-Jan-2000	Travelport, LP
POWER PRICING	20891	20891	Registered	Peru	23-Dec-1999	23-Mar-2000	Worldspan, L.P.
POWER SHOPPER	20808	20808	Registered	Peru	23-Dec-1999	27-Mar-2000	Worldspan, L.P.
SECURATE AIR	20807	20807	Registered	Peru	23-Dec-1997	27-Mar-2000	Worldspan, L.P.
WORLDSPAN		25612	Registered	Peru		13-Mar-2001	Worldspan+

8

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
WORLDSPAN		24366	Registered	Peru		30-Nov- 2000	Worldspan+
WORLDSPAN	96788	24945	Registered	Peru	14-Dec-1999	30-Nov-2000	Worldspan, L.P.**
WORLDSPAN	97202	25612	Registered	Peru	14-Dec-1999	13-Mar-2001	Worldspan, L.P.**
WORLDSPAN		24366	Registered	Peru		30-Nov-2000	Worldspan, L.P.**
WORLDSPAN NET	96790	24947	Registered	Peru	14-Dec-1999	30-Nov-2000	Worldspan, L.P.**
WORLDSPAN TRIP MANAGER	96786	24944	Registered	Peru	14-Dec-1999	30-Nov-2000	Worldspan, L.P.**
WORLDSPAN WIRED	96789	24946	Registered	Peru	14-Dec-1999	30-Nov-2000	Worldspan, L.P.**
WORLDSPAN	137173	92718	Registered	Poland	18-Aug-1994	11-Jun-1996	Worldspan*
WORLDSPAN	261881	261881	Registered	Portugal	09-Feb-1990	20-Aug-1992	Worldspan*
WORLDSPAN		47,671	Registered	Puerto Rico		31-Jan-2001	Worldspan*
WORLDSPAN	20073	20073	Registered	Qatar	22-Feb-1999	22-May-2005	Worldspan*
WORLDSPAN	39986	47417	Registered	Romania	26-Jun-1996	23-May-2003	Worldspan*
WORLDSPAN	94033977	137328	Registered	Russian Federation	26-Sep-1994	25-Jan-1996	Worldspan*
WORLDSPAN	34144	407/4	Registered	Saudi Arabia	22-May-1996	22-May-1996	Worldspan*
WORLDSPAN TRIP MANAGER	48253	504/65	Registered	Saudi Arabia	15-Mar-1999	15-Mar-1999	Worldspan*
WORLDSPAN WIRED	48252	555/54	Registered	Saudi Arabia	14-Mar-1999	14-Mar-1999	Worldspan*
WORLDSPAN		T98/12799B	Registered	Singapore	23-Dec-1998	23-Dec-1998	Worldspan*
WORLDSPAN	2977-98	192269	Registered	Slovakia	24-Nov-1998	25-Sep-2000	Worldspan*
WORLDSPAN	98/23079	98/23079	Registered	South Africa	21-Dec-1998	05-Nov-2002	Worldspan*
WORLDSPAN	91081	91081	Registered	Sri Lanka	14-Jan-1999	22-Jun-2004	Travelport, LP
GLOBE DESIGN		3317	Registered	St. Kitts and Nevis	10-Oct-1988	10-Oct-1988	Galileo International LLC***
GALILEO	112/87	112/87	Registered	St. Lucia	03-Nov-1987	03-Nov-1987	Galileo International LLC***
GLOBE DESIGN		58/1988	Registered	St. Lucia	13-Jun-1988	13-Jun-1988	Galileo International LLC***
WORLDSPAN	90-01358	230060	Registered	Sweden	12-Feb-1990	07-Feb-1992	Worldspan*
Design only		388777	Registered	Switzerland		6-Jan-1992	Worldspan*
WORLDSPAN	1113-1990.3	P-382487	Registered	Switzerland	09-Feb-1990	18-Apr-1991	Travelport, LP
WORLDSPAN	06600/2000	P-478891	Registered	Switzerland	02-Jun-2000	24-Nov-2000	Travelport, LP
WORLDSPAN			Pending	Syria			Worldspan*
WORLDSPAN	88004124	120842	Registered	Taiwan	30-Jan-1999	01-Feb-2000	Worldspan, L.P.**

9

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
WORLDSPAN GlOBE DESIGN		120843	Registered	Taiwan		1-Feb-2000	Worldspan*
WORLDSPAN	TO/T/00/00309	809	Registered	Tonga	01-Feb-2000	01-Feb-2000	Travelport, LP
WORLDSPAN	1222/90	117679	Registered	Turkey	16-Feb-1990	16-Feb-1990	Travelport, LP
GALILEO	10456	10456	Registered	Turks and Caicos Islands	16-Nov-1987	16-Nov-1987	Galileo International LLC***
GLOBE DESIGN		10479	Registered	Turks and Caicos Islands	02-Jun-1988	03-Jun-1988	Galileo International LLC***
GALILEO	200811242		Pending	Ukraine	28-May-2008		Galileo International LLC***
WORLDSPAN	28647	33687	Registered	United Arab Emirates	20-Oct-1998	09-Oct-2002	Worldspan*
WORLDSPAN	1414155	B1414155	Registered	United Kingdom	10-Feb-1990	10-Jan-1992	Worldspan*
APOLLO	73/283681	1268761	Registered	United States of America	28-Oct-1980	28-Feb-1984	Travelport, LP
APOLLO	75/982339	2770579	Registered	United States of America	30-Apr-1999	07-Oct-2003	Travelport, LP
APOLLO	75/694975	3555633	Registered	United States of America	30-Apr-1999	06-Jan-2009	Travelport, LP
CAR SELECT	74/516307	1990503	Registered	United States of America	25-Apr-1994	30-Jul-1996	Travelport, LP
COMMUNICATIONS INTEGRATOR	74/191414	1754967	Registered	United States of America	05-Aug-1991	02-Mar-1993	Travelport, LP
FASTCLIP	74/556498	1924274	Registered	United States of America	02-Aug-1994	03-Oct-1995	Travelport, LP
FASTMAIL	74/556493	1924272	Registered	United States of America	02-Aug-1994	03-Oct-1995	Travelport, LP
FOCALPOINT	73/704318	1508532	Registered	United States of America	06-Jan-1988	11-Oct-1988	Travelport, LP
FOCALPOINT	73/821591	1599827	Registered	United States of America	25-Aug-1989	05-Jun-1990	Travelport, LP
FOCALPOINT (stylized)	74/009155	1617443	Registered	United States of America	08-Dec-1989	16-Oct-1990	Travelport, LP
GALILEO	75/645802	2572524	Registered	United States of America	22-Feb-1999	28-May-2002	Travelport, LP
GALILEO	73/700927	1647908	Registered	United States of America	16-Dec-1987	18-Jun-1991	Travelport, LP
GALILEO VIEWTRIP	78/761872	3192513	Registered	United States of America	28-Nov-2005	02-Jan-2007	Travelport, LP
GLOBE DESIGN	73/716956	1739496	Registered	United States of America	11-Mar-1988	15-Dec-1992	Travelport, LP
LEISURESHOPPER (Stylized)	74/030113	1750832	Registered	United States of America	20-Feb-1990	02-Feb-1993	Travelport, LP
MONEYSAVER (stylized)	73/486393	1399066	Registered	United States of America	21-Jun-1984	24-Jun-1986	Travelport, LP
POWER PRICING	74/583593	1962894	Registered	United States of America	07-Oct-1994	19-Mar-1996	Travelport, LP
POWER SHOPPER	75/130183	2115536	Registered	United States of America	05-Jul-1996	25-Nov-1997	Travelport, LP

10

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
ROOMMASTER (stylized)	74/030116	1675586	Registered	United States of America	20-Feb-1990	11-Feb-1992	Travelport, LP
SCRIPTPRO	75/022125	2004517	Registered	United States of America	20-Nov-1995	01-Oct-1996	Travelport, LP
SECURATE	74/497735	1947439	Registered	United States of America	07-Mar-1994	09-Jan-1996	Travelport, LP
TECHXCHANGE	74/496166	1955617	Registered	United States of America	03-Mar-1994	13-Feb-1996	Travelport, LP
TRAVEL TECHNOLOGY SO ADVANCED, IT’S SIMPLE	78/611753	3138318	Registered	United States of America	19-Apr-2005	05-Sep-2006	Travelport, LP
TRAVELPORT ROOMS AND MORE	85/372,664		Pending	United States of America	15-Jul-2011		Travelport, LP
VIEWPOINT	78/253544	2825299	Registered	United States of America	23-May-2003	23-Mar-2004	Travelport, LP
WORLDSPAN	73/838498	1608514	Registered	United States of America	13-Nov-1989	31-Jul-1990	Travelport, LP
WORLDSPAN AIRLINE SOURCE	74/409262	1874327	Registered	United States of America	06-Jul-1993	17-Jan-1995	Travelport, LP
WORLDSPAN and design	75/346065	2189417	Registered	United States of America	22-Aug-1997	15-Sep-1998	Travelport, LP
WORLDSPAN CAR SOURCE	74/264777	1785867	Registered	United States of America	13-Apr-1992	03-Aug-1993	Travelport, LP
WORLDSPAN CORPORATE FLEET	75/277795	2209715	Registered	United States of America	21-Apr-1997	08-Dec-1998	Travelport, LP
WORLDSPAN FARESOURCE	76/592364	3204293	Registered	United States of America	17-May-2004	30-Jan-2007	Travelport, LP
WORLDSPAN GLOBE DESIGN	74/398846	1,828,591	Registered	United States of America	07-Jun-1993	29-Mar-1994	Worldspan, L.P.*
WORLDSPAN GO!	75/435794	2275654	Registered	United States of America	17-Feb-1998	07-Sep-1999	Travelport, LP
WORLDSPAN HOTEL SELECT	74/422004	1877037	Registered	United States of America	09-Aug-1993	31-Jan-1995	Travelport, LP
WORLDSPAN HOTEL SOURCE	74/264828	1784474	Registered	United States of America	13-Apr-1992	27-Jul-1993	Travelport, LP
WORLDSPAN INTERACTIVE MAPS	76/547052	3077119	Registered	United States of America	25-Sep-2003	04-Apr-2006	Travelport, LP
WORLDSPAN INTERCHANGE	78/518375	3089656	Registered	United States of America	17-Nov-2004	09-May-2006	Travelport, LP
WORLDSPAN RAPID REPRICE	76/458064	2971585	Registered	United States of America	15-Oct-2002	19-Jul-2005	Travelport, LP
WORLDSPAN RATE RUNNER	78/661508	3209726	Registered	United States of America	30-Jun-2005	13-Feb-2007	Travelport, LP
WORLDSPAN TOUR SOURCE	74/264795	1785868	Registered	United States of America	13-Apr-1992	03-Aug-1993	Travelport, LP
WORLDSPAN TRIP MANAGER XE	78/493433	3075954	Registered	United States of America	01-Oct-2004	04-Apr-2006	Travelport, LP
Design only		315427	Pending	Uruguay	10-Aug-1999		Galileo International LLC***
WORLDSPAN	321444	416711	Registered	Uruguay	24-Mar-2000	12-Oct-2000	Travelport, LP

11

				App.		Reg.
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Record Owner
WORLDSPAN	MGU2010 0382	MGU20261	Registered	Uzbekistan	26-Feb-2010	15-Nov-2010	Travelport, LP
GALILEO	12636-95	N-039161	Registered	Venezuela	22-Aug-1995	06-Aug-1999	The Galileo Company Limited****
GALILEO		2236	Registered	Virgin Islands (British)	28-Dec-1987	28-Dec-1987	Galileo International LLC***
GLOBE DESIGN		2241	Registered	Virgin Islands (British)	08-Jun-1988	08-Jun-1988	Galileo International LLC***
WORLDSPAN	3982	3982	Registered	Western Samoa	31-Jan-2000	24-Sep-2001	Worldspan*
WORLDSPAN TRIP MANAGER	3985	3985	Registered	Western Samoa	31-Jan-2000	24-Sep-2001	Worldspan*
WORLDSPAN WIRED	3986	3986	Registered	Western Samoa	31-Jan-2000	24-Sep-2001	Worldspan*
WORLDSPAN	15230	12819	Registered	Yemen, Republic of	27-Dec-1999	21-Jan-2001	Worldspan*

+	- Instructions have been given to update records to reflect Travelport, LP as the record owner.
*	- “Worldspan” refers to “Worldspan, L.P.”, which changed its name to Travelport, LP.
**	- Worldspan, L.P. changed its name to Travelport, LP.
***	- The trademarks of Galileo International, LLC and Travelport International, LLC, through merger and contributions, are now owned by Travelport, LP.
****	- Through mergers and name changes, the trademarks became owned by Galileo International, LLC, and are now owned by Travelport, LP.

TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY TRAVELPORT INC.

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	3200601306	54413	Registered	African Union Territories (OAPI)	17-Jul-2006	15-Nov-2006	Travelport Inc.
TRAVELPORT	3200601305	54412	Registered	African Union Territories (OAPI)	17-Jul-2006	15-Nov-2006	Travelport Inc.
Travelport Strata Design	3200601303	54410	Registered	African Union Territories (OAPI)	17-Jul-2006	15-Nov-2006	Travelport Inc.
Travelport Strata Design	3200601303	54411	Registered	African Union Territories (OAPI)	17-Jul-2006	15-Nov-2006	Travelport Inc.
TRAVELPORT	102913		Pending	Algeria	14-Oct-2010		Travelport Inc.
TRAVELPORT	22559/09		Pending	Angola	14-Aug-2009		Travelport Inc.
TRAVELPORT	22560/09		Pending	Angola	14-Aug-2009		Travelport Inc.
TRAVELPORT	22558/09		Pending	Angola	14-Aug-2009		Travelport Inc.

12

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	2.687.375	2.184.159	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
TRAVELPORT	2.687.376	2.252.436	Registered	Argentina	19-Jul-2006	03-Oct-2008	Travelport Inc.
TRAVELPORT	2.687.372	2.369.531	Registered	Argentina	19-Jul-2006	20-May-2010	Travelport Inc.
TRAVELPORT	2.687.373	2.184.164	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
TRAVELPORT	2.687.374	2.252.435	Registered	Argentina	19-Jul-2006	03-Oct-2008	Travelport Inc.
TRAVELPORT	2.687.370	2.184.157	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
TRAVELPORT	2.687.371	2.184.158	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
Travelport Strata Design	2.687.382	2.252.438	Registered	Argentina	19-Jul-2006	03-Oct-2008	Travelport Inc.
Travelport Strata Design	2.687.377	2.184.163	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
Travelport Strata Design	2.687.381	2.184.161	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
Travelport Strata Design	2.687.380	2.252.437	Registered	Argentina	19-Jul-2006	03-Oct-2008	Travelport Inc.
Travelport Strata Design	2.687.378	2273241	Registered	Argentina	19-Jul-2006	25-Feb-09	Travelport Inc.
Travelport Strata Design	2.687.385	2.184.166	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
Travelport Strata Design	2.687.379	2.184.160	Registered	Argentina	19-Jul-2006	26-Sep-2007	Travelport Inc.
TRAVELPORT	20060923	12019	Registered	Armenia	28-Jul-2006	07-Sep-2007	Travelport Inc.
Travelport Strata Design	20060924	12020	Registered	Armenia	28-Jul-2006	07-Sep-2007	Travelport Inc.
TRAVELPORT	26091	26091	Registered	Aruba	14-Apr-2006	02-Nov-2006	Travelport Inc.
Travelport Strata Design	26092	26092	Registered	Aruba	08-Sep-2006	02-Nov-2006	Travelport Inc.
TRAVELPORT	1012231	1012231	Registered	Australia	23-Jul-2004	23-Jul-2004	Travelport Inc.
TRAVELPORT (subway logo)	1012232	1012232	Registered	Australia	23-Jul-2004	23-Jul-2004	Travelport Inc.
Travelport Strata Design	1125163	1125163	Registered	Australia	20-Jul-2006	24-Sep-2007	Travelport Inc.
TRAVELPORT	2006 0930	2007 1105	Registered	Azerbaijan	07-Jul-2006	30-Dec-2007	Travelport Inc.
Travelport Strata Design	20060939	2008 0491	Registered	Azerbaijan	11-Jul-2006	05-May-2008	Travelport Inc.
TRAVELPORT WORD & STRATA DESIGN	52228	52228	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*
TRAVELPORT WORD & STRATA DESIGN	52230	52230	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*
TRAVELPORT WORD & STRATA DESIGN	52231	52231	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*

13

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT WORD & STRATA DESIGN	52233	52233	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*
TRAVELPORT WORD & STRATA DESIGN	52232	52232	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*
TRAVELPORT WORD & STRATA DESIGN	52234	52234	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*
TRAVELPORT WORD & STRATA DESIGN	52229	52229	Registered	Bahrain	20-Dec-2006	09-Jun-2009	Travelport Americas, Inc.*
TRAVELPORT	119811		Pending	Bangladesh	30-Nov-2008		Travelport Inc.
TRAVELPORT	119812		Pending	Bangladesh	30-Nov-2008		Travelport Inc.
TRAVELPORT	119813		Pending	Bangladesh	30-Nov-2008		Travelport Inc.
TRAVELPORT	45985	45985	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
TRAVELPORT	45986	45986	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
TRAVELPORT	45988	45988	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
TRAVELPORT	45987	45987	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
TRAVELPORT	45989	45989	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
TRAVELPORT	45990	45990	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
TRAVELPORT	45991	45991	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45992	45992	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45993	45993	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45994	45994	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45995	45995	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45996	45996	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45997	45997	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design	45998	45998	Registered	Bermuda	01-Sep-2006	05-Sep-2007	Travelport Inc.
Travelport Strata Design			Pending	BES Islands	10-Oct-2011		Travelport Inc.
TRAVELPORT	BW/M/09/00011	BW/M/2009/00011	Registered	Botswana	12-Jan-2009	12-Jan-2009	Travelport Inc.
TRAVELPORT	828.572.429		Registered	Brazil	21-Jul-2006	09-Aug-2011	Travelport Inc.
TRAVELPORT	828.572.755	828.572.755	Registered	Brazil	21-Jul-2006	18-Aug-2009	Travelport Inc.
TRAVELPORT	828.572.798	828.572.798	Registered	Brazil	21-Jul-2006	18-Aug-2009	Travelport Inc.
TRAVELPORT	828.572.453	828.572.453	Registered	Brazil	21-Jul-2006	18-Aug-2009	Travelport Inc.
TRAVELPORT	828.572.771	828.572.771	Registered	Brazil	21-Jul-2006	18-Aug-2009	Travelport Inc.

14

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	828.572.780	828.572.780	Registered	Brazil	21-Jul-2006	18-Aug-2009	Travelport Inc.
Travelport Strata Design	828.572.690	828.572.690	Registered	Brazil	21-Jul-2006	25-May-2010	Travelport Inc.
Travelport Strata Design	828.572.720	828.572.720	Registered	Brazil	21-Jul-2006	23-Feb-2010	Travelport Inc.
Travelport Strata Design	828.572.607	828.572.607	Registered	Brazil	21-Jul-2006	23-Feb-2010	Travelport Inc.
Travelport Strata Design	828.572.542	828.572.542	Registered	Brazil	21-Jul-2006	23-Feb-2010	Travelport Inc.
Travelport Strata Design	828.572.518	828.572.518	Registered	Brazil	21-Jul-2006	23-Feb-2010	Travelport Inc.
Travelport Strata Design	828.572.577	828.572.577	Registered	Brazil	21-Jul-2006	23-Feb-2010	Travelport Inc.
Travelport Strata Design	828.572.623	828.572.623	Registered	Brazil	21-Jul-2006	23-Feb-2010	Travelport Inc.
TRAVELPORT	32620	KH/31535/09	Registered	Cambodia	28-Nov-2008	28-May-2009	Travelport Inc.
TRAVELPORT	32621	KH/31536/09	Registered	Cambodia	28-Nov-2008	28-May-2009	Travelport Inc.
TRAVELPORT	32622	KH/31537/09	Registered	Cambodia	28-Nov-2008	28-May-2009	Travelport Inc.
TRAVELPORT	1254462	714523	Registered	Canada	18-Apr-2005	15-May-2008	Travelport Inc.
Travelport Strata Design	1308727	TMA773,659	Registered	Canada	13-Jul-2006	04-Aug-2010	Travelport Inc.
TRAVELPORT TRAVERSA	1504567		Pending	Canada	19-Nov-2010		Travelport Inc.
TRAVELPORT			Pending	Cape Verde	18-Mar-2009		Travelport Inc.
TRAVELPORT			Pending	Cayman Islands			Travelport Inc.
TRAVELPORT	737848	786813	Registered	Chile	25-Jul-2006	10-May-2007	Travelport Inc.
TRAVELPORT	737477	859049	Registered	Chile	25-Jul-2006	01-Sep-2009	Travelport Inc.
Travelport Strata Design	737849	786814	Registered	Chile	25-Jul-2006	10-May-2007	Travelport Inc.
Travelport Strata Design	737478	783544	Pending	Chile	25-Jul-2006	3-Apr-2007	Travelport Inc.
TRAVELPORT	5527192	5527192	Registered	China (People’s Republic)	07-Aug-2006	28-Nov-2009	Travelport Inc.
TRAVELPORT	5527208	5527208	Registered	China (People’s Republic)	07-Aug-2006	28-Dec-2009	Travelport Inc.
TRAVELPORT	5527209		Pending	China (People’s Republic)	07-Aug-2006		Travelport Inc.
TRAVELPORT	5527193		Pending	China (People’s Republic)	07-Aug-2006		Travelport Inc.

15

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	5527207	5527207	Registered	China (People’s Republic)	07-Aug-2006	28-Nov-2009	Travelport Inc.
TRAVELPORT	5527210	5527210	Registered	China (People’s Republic)	07-Aug-2006	28-Nov-2009	Travelport Inc.
TRAVELPORT	5527194	5527194	Registered	China (People’s Republic)	07-Aug-2006	21-Jul-2009	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557562	5557562	Registered	China (People’s Republic)	22-Aug-2006	28-Jul-2009	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557557	5557557	Registered	China (People’s Republic)	22-Aug-2006	7-Oct-2009	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557556	5557556	Pending	China (People’s Republic)	22-Aug-2006	7-Dec-2009	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557561	5557561	Pending	China (People’s Republic)	22-Aug-2006	7-Sep-2007	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557558	5557558	Pending	China (People’s Republic)	22-Aug-2006	7-Oct-2009	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557560	5557560	Pending	China (People’s Republic)	22-Aug-2006	7-Oct-2009	Travelport Inc.
TRAVELPORT IN CHINESE CHARACTERS	5557559	5557559	Pending	China (People’s Republic)	22-Aug-2006	7-Dec-2009	Travelport Inc.
Travelport Strata Design	5527196	5527196	Registered	China (People’s Republic)	07-Aug-2006	28-Sep-2009	Travelport Inc.
Travelport Strata Design	5527197	5527197	Registered	China (People’s Republic)	07-Aug-2006	28-Sep-2009	Travelport Inc.
Travelport Strata Design	5527198	5527198	Registered	China (People’s Republic)	07-Aug-2006	28-Nov-2009	Travelport Inc.
Travelport Strata Design	5527201	5527201	Registered	China (People’s Republic)	07-Aug-2006	21-Feb-2010	Travelport Inc.
Travelport Strata Design	5527200	5527200	Registered	China (People’s Republic)	07-Aug-2006	28-Aug-2009	Travelport Inc.
Travelport Strata Design	5527199	5527199	Registered	China (People’s Republic)	07-Aug-2006	28-Sep-2009	Travelport Inc.
Travelport Strata Design	5527195	5527195	Registered	China (People’s Republic)	07-Aug-2006	28-May-2010	Travelport Inc.
TRAVELPORT	6103998	333090	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
TRAVELPORT	6104003	333092	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
TRAVELPORT	6104007	333094	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*

16

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	6104009	333095	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
TRAVELPORT	6104010	333096	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
TRAVELPORT	6103996	333088	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
TRAVELPORT	6104012	333097	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design		333087	Registered	Colombia		22-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6103997	333089	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6104014	333098	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6104005	333093	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6104018	333100	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6104002	333091	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6103995	333087	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
Travelport Strata Design	6104016	333099	Registered	Colombia	13-Oct-2006	28-May-2007	Travelport Americas, Inc.*
TRAVELPORT	D-600549	12332	Registered	Curacao	31-Aug-2006	20-Sep-2006	Travelport Inc.*
Travelport Strata Design	D-600505	12420	Registered	Curacao	15-Aug-2006	20-Oct-2006	Travelport Inc.*
TRAVELPORT	493/08/RADM	493/08/RADM	Registered	Djibouti	17-Dec-2008	17-Dec-2008	Travelport Inc.*
TRAVELPORT	207447	207447	Registered	Egypt	30-Sep-2007	13-Jun-2010	Travelport Americas, Inc.*
TRAVELPORT	207442	207442	Registered	Egypt	30-Sep-2007	16-Jun-2010	Travelport Americas, Inc.*
TRAVELPORT	207444	207444	Registered	Egypt	30-Sep-2007	13-Jun-2010	Travelport Americas, Inc.*
TRAVELPORT	207445	207445	Registered	Egypt	30-Sep-2007	10-Jun-2010	Travelport Americas, Inc.*
TRAVELPORT	207448	207448	Registered	Egypt	30-Sep-2007	16-Aug-2010	Travelport Americas, Inc.*
TRAVELPORT	207443	207443	Registered	Egypt	30-Sep-2007	13-Jun-2010	Travelport Americas, Inc.*

17

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	207446		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
Travelport Strata Design	207449	207449	Registered	Egypt	30-Sep-2007	16-Aug-2010	Travelport Americas, Inc.*
Travelport Strata Design	207452		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
Travelport Strata Design	207453		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
Travelport Strata Design	207454		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
Travelport Strata Design	207451		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
Travelport Strata Design	207455		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
Travelport Strata Design	207450		Pending	Egypt	30-Sep-2007		Travelport Americas, Inc.*
TRAVELPORT			Pending	Ethiopia			Travelport Inc.
ASK TRAVELPORT	7015019	7015019	Registered	European Community	25-Jun-2008	10-Jun-2009	Travelport Inc.
CARBO2N TRACKER BY TRAVELPORT	6892004	6892004	Registered	European Community	06-May-2008	22-Nov-2009	Travelport Inc.
CARBO2N TRACKER BY TRAVELPORT (stylized in color)	6892079	6892079	Registered	European Community	06-May-2008	22-Nov-2009	Travelport Inc.
CARBON TRACKER BY TRAVELPORT	6891238	6891238	Registered	European Community	06-May-2008	31-Jan-2010	Travelport Inc.
GALILEO BY TRAVELPORT	6833991		Pending	European Community	15-Apr-2008		Travelport Inc.
GALILEO BY TRAVELPORT AND DESIGN in color	6778931		Pending	European Community	25-Mar-2008		Travelport Inc.
HOTELPORT		4586591	Registered	European Community		04-Dec-2006	HotelPort, Inc.**
INTELLITRIP	1640424		Pending	European Community	04-May-2008		Trip.com, Inc.***
IT SERVICES AND SOFTWARE BY TRAVELPORT	6778682	6778682	Registered	European Community	25-Mar-2008	10-Jul-2009	Travelport Inc.
THETRIPCOM		984641	Registered	European Community		17-Jun-2000	Trip.com, Inc.***
TRAVELPORT	3321643		Pending	European Community	20-Aug-2003		Travelport Inc.
TRAVELPORT	9702580		Pending	European Community	20-Aug-2003		Travelport Inc.
TRAVELPORT (subway logo in color)	3321676	3321676	Registered	European Community	20-Aug-2003	03-Jul-2005	Travelport Inc.
TRAVELPORT BUSINESS INTELLIGENCE	7370381	7370381	Registered	European Community	05-Nov-2008	29-Jul-2009	Travelport Inc.

18

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT CACHE CONTROL	6586895	6586895	Registered	European Community	16-Jan-2008	25-Sep-2010	Travelport Inc.
TRAVELPORT CRUISE & TOUR	6586937	6586937	Registered	European Community	16-Jan-2008	25-Sep-2009	Travelport Inc.
TRAVELPORT FARE VERIFIED	6586821	6586821	Registered	European Community	16-Jan-2008	25-Sep-2009	Travelport Inc.
TRAVELPORT LEISURE	6587414	6587414	Registered	European Community	16-Jan-2008	25-Sep-2009	Travelport Inc.
TRAVELPORT RAPID REPRICE	6587364	6587364	Registered	European Community	16-Jan-2008	25-Sep-2010	Travelport Inc.
TRAVELPORT ROOMS AND MORE	129211		Pending	European Community	18-Jul-2011		Travelport Inc.
Travelport Strata Design	5190293	5190293	Registered	European Community	11-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT TRAVERSA	6734297	6734297	Registered	European Community	10-Mar-2008	23-Feb-2010	Travelport Inc.
TRAVELPORT UK RAIL	7102379	7102379	Registered	European Community	28-Jul-2008	22-Feb-2010	Travelport Inc.
TRAVELPORT VIEWTRIP	6594675	6594675	Registered	European Community	18-Jan-2008	10-Jul-2009	Travelport Inc.
WORLDSPAN BY TRAVELPORT	6833651	6833651	Registered	European Community	15-Apr-2008	10-Jan-2011	Travelport Inc.
WORLDSPAN BY TRAVELPORT & DESIGN	6778872	6778872	Registered	European Community	25-Mar-2008	04-Aug-2009	Travelport Inc.
TRAVELPORT	39130/03-2006	17683	Registered	Georgia	10-Jul-2006	25-Jul-2007	Travelport Inc.
Travelport Strata Design	39129/03-2006	17682	Registered	Georgia	10-Jul-2006	25-Jul-2007	Travelport Inc.
TRAVELPORT	21763	38825	Registered	Ghana	11-Dec-2008	11-Dec-2008	Travelport Inc.
TRAVELPORT	22129	38826	Registered	Ghana	11-Dec-2008	11-Dec-2008	Travelport Inc.
TRAVELPORT	22494		Pending	Ghana	11-Dec-2008		Travelport Inc.
TRAVELPORT	300675991	300675991	Registered	Hong Kong	07-Jul-2006	07-Jul-2006	Travelport Inc.
Travelport Strata Design	300677719	300677719	Registered	Hong Kong	10-Jul-2006	30-Apr-2007	Travelport Inc.
TRAVELPORT	1470774		Pending	India	18-Jul-2006		Travelport Inc.
TRAVELPORT	1470775	773575	Registered	India	18-Jul-2006	25-Feb-2009	Travelport Inc.
TRAVELPORT	1470778		Pending	India	18-Jul-2006		Travelport Inc.
TRAVELPORT	1470777		Pending	India	18-Jul-2006		Travelport Inc.
TRAVELPORT	1470776		Pending	India	18-Jul-2006		Travelport Inc.
TRAVELPORT	1470773		Pending	India	18-Jul-2006		Travelport Inc.
Travelport Strata Design	1474012	763638	Registered	India	28-Jul-2006	13-Nov-2008	Travelport Inc.
Travelport Strata Design	1474013	748590	Registered	India	28-Jul-2006	25-Aug-2008	Travelport Inc.
Travelport Strata Design	1474011	747707	Registered	India	28-Jul-2006	23-Aug-2008	Travelport Inc.

19

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	1474015	742345	Registered	India	28-Jul-2006	08-Apr-2008	Travelport Inc.
Travelport Strata Design	1474010	749689	Registered	India	28-Jul-2006	29-Aug-2008	Travelport Inc.
Travelport Strata Design	1474014	759843	Registered	India	28-Jul-2006	20-Oct-2008	Travelport Inc.
TRAVELPORT	D00.2006.023170	IDM000155091	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	D00.2006.023171	IDM000155092	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	J00.2006.023156	IDM000155082	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	J00.2006.023157	IDM000155083	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	J00.2006.023173	IDM000155093	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	J00.2006.023155	IDM000155081	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	J00.2006.023154	IDM000155080	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	D00.2006.023158	IDM000155084	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	J00.2006.023165	IDM000155089	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	J00.2006.023164	IDM000155088	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	J00.2006.023163	IDM000155087	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	J00.2006.023160	IDM000155086	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	D00.2006.023159	IDM000155085	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
Travelport Strata Design	J00.2006.023166	IDM000155090	Registered	Indonesia	21-Jul-2006	19-Feb-2008	Travelport Inc.
TRAVELPORT	191657	191657	Registered	Israel	09-Jul-2006	3-Sep-2008	Travelport Inc.
TRAVELPORT	191659	191659	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
TRAVELPORT	191656	191656	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
TRAVELPORT	191653	191653	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
TRAVELPORT	191655	191655	Registered	Israel	09-Jul-2006	06-Aug-2008	Travelport Inc.
TRAVELPORT	191658	191658	Registered	Israel	09-Jul-2006	1-May-2008	Travelport Inc.
TRAVELPORT	191654	191654	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
Travelport Strata Design	191662	191662	Registered	Israel	09-Jul-2006	06-Aug-2008	Travelport Inc.
Travelport Strata Design	191663	191663	Registered	Israel	09-Jul-2006	1-May-2008	Travelport Inc.
Travelport Strata Design	191661	191661	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
Travelport Strata Design	191664	191664	Registered	Israel	09-Jul-2006	3-Sep-2008	Travelport Inc.
Travelport Strata Design	191660	191660	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
Travelport Strata Design	191665	191665	Registered	Israel	09-Jul-2006	1-May-2008	Travelport Inc.

20

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	191666	191666	Registered	Israel	09-Jul-2006	14-Feb-2008	Travelport Inc.
TRAVELPORT	2006-074431	5078887	Registered	Japan	09-Aug-2006	21-Sep-2007	Travelport Inc.
Travelport Strata Design	2006-074432	5078888	Registered	Japan	09-Aug-2006	21-Sep-2007	Travelport Inc.
TRAVELPORT & Strata design	104719	104719	Registered	Jordan	21-Dec-2008	21-Dec-2008	Travelport Inc.
TRAVELPORT and Strata design	103935	103935	Registered	Jordan	28-Sep-2008	28-Sep-2008	Travelport Inc.
TRAVELPORT and Strata design	104487	104487	Registered	Jordan	28-Sep-2008	28-Sep-2008	Travelport Inc.
TRAVELPORT and Strata design	103937	103937	Registered	Jordan	28-Sep-2008	28-Sep-2008	Travelport Inc.
TRAVELPORT and Strata design	104539	104539	Registered	Jordan	28-Sep-2008	28-Sep-2008	Travelport Inc.
TRAVELPORT and Strata design	103936	103936	Registered	Jordan	28-Sep-2008	28-Sep-2008	Travelport Inc.
TRAVELPORT and Strata design	105362	105362	Registered	Jordan	28-Sep-2008	28-Sep-2008	Travelport Inc.
TRAVELPORT	45618	32238	Registered	Kazakhstan	25-Dec-2008	15-Jun-2010	Travelport Inc.
TRAVELPORT	64668	64668	Registered	Kenya	17-Dec-2008	19-Dec-2008	Travelport Inc.
TRAVELPORT	45/2006/2526		Pending	Korea, Republic of	12-Jul-2006		Travelport Inc.
Travelport Strata Design	45/2006/2486		Registered	Korea, Republic of	11-Jul-2006		Travelport Inc.
TRAVELPORT	98204	98204	Registered	Kuwait	28-Sep-2008	29-Sep-2008	Travelport Inc.
TRAVELPORT	98205		Pending	Kuwait	29-Sep-2008		Travelport Inc.
TRAVELPORT	98206		Pending	Kuwait	29-Sep-2008		Travelport Inc.
TRAVELPORT			Pending	Kyrgyz Republic	24-Jun-2010		Travelport Inc.
TRAVELPORT	15173	14757	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	15174	14758	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	15175	14759	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	15176	14760	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	15178	14762	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	15177	14761	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	15179	14763	Registered	Laos	17-Oct-2006	15-Jun-2007	Travelport Americas, Inc.*

21

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	15201	14785	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
Travelport Strata Design	15202	14786	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
Travelport Strata Design	15203	14787	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
Travelport Strata Design	15204	14788	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
Travelport Strata Design	15205	14789	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
Travelport Strata Design	15206	14790	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
Travelport Strata Design	15207	14791	Registered	Laos	18-Oct-2006	21-Jun-2007	Travelport Americas, Inc.*
TRAVELPORT	8746	119857	Registered	Lebanon	18-Dec-2008	22-Dec-2008	Travelport Inc.
TRAVELPORT	MW/TM/2008/00711	MW/TM/2008/00711	Registered	Malawi	11-Dec-2008	15-Sep-2009	Travelport Inc.
TRAVELPORT	MW/TM/2008/00712	MW/TM/2008/00712	Registered	Malawi	11-Dec-2008	11-Dec-2008	Travelport Inc.
TRAVELPORT	6014580		Pending	Malaysia	16-Aug-2006		Travelport Inc.
TRAVELPORT	6014581	6014581	Registered	Malaysia	16-Aug-2006	14-Apr-2006	Travelport Inc.
TRAVELPORT	6014582		Pending	Malaysia	16-Aug-2006		Travelport Inc.
TRAVELPORT	6014583		Pending	Malaysia	16-Aug-2006		Travelport Inc.
TRAVELPORT	6014584		Pending	Malaysia	16-Aug-2006		Travelport Inc.
TRAVELPORT	6014585	6014585	Registered	Malaysia	16-Aug-2006	10-Dec-2010	Travelport Inc.
TRAVELPORT	6014586		Pending	Malaysia	16-Aug-2006		Travelport Inc.
Travelport Strata Design	6014577		Pending	Malaysia	16-Aug-2006		Travelport Inc.
Travelport Strata Design	6014578	6014578	Registered	Malaysia	16-Aug-2006		Travelport Inc.
Travelport Strata Design	6014573	6014573	Registered	Malaysia	16-Aug-2006	25-May-2009	Travelport Inc.
Travelport Strata Design	6014579	6014579	Registered	Malaysia	16-Aug-2006	16-Aug-2006	Travelport Inc.
Travelport Strata Design	6014574		Pending	Malaysia	16-Aug-2006		Travelport Inc.
Travelport Strata Design	6014575	6014575	Registered	Malaysia	16-Aug-2006	16-Aug-2006	Travelport Inc.
Travelport Strata Design	6014576		Pending	Malaysia	16-Aug-2006		Travelport Inc.
TRAVELPORT	MU/M/06/04731	3613/2007	Registered	Mauritius	14-Apr-2006	08-Aug-2007	Travelport Inc.
Travelport Strata Design	MU/M/06/04753	3617/2007	Registered	Mauritius	12-Jul-2006	08-Aug-2007	Travelport Inc.

22

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	793897	1108784	Registered	Mexico	12-Jul-2006	03-Jul-2009	Travelport Inc.
TRAVELPORT	793899	1131782	Registered	Mexico	12-Jul-2006	25-Nov-2009	Travelport Inc.
TRAVELPORT	793894	978466	Registered	Mexico	12-Jul-2006	26-Mar-2007	Travelport Inc.
TRAVELPORT	793898	961716	Registered	Mexico	12-Jul-2006	17-Nov-2006	Travelport Inc.
TRAVELPORT	793895	974887	Registered	Mexico	12-Jul-2006	27-Feb-2007	Travelport Inc.
TRAVELPORT	793893	961714	Registered	Mexico	12-Jul-2006	17-Nov-2006	Travelport Inc.
TRAVELPORT	793896		Pending	Mexico	12-Jul-2006		Travelport Inc.
Travelport Strata Design	793904	956000	Registered	Mexico	12-Jul-2006	28-Sep-2006	Travelport Inc.
Travelport Strata Design	793908	963006	Registered	Mexico	12-Jul-2006	23-Nov-2006	Travelport Inc.
Travelport Strata Design	793906	963005	Registered	Mexico	12-Jul-2006	23-Nov-2006	Travelport Inc.
Travelport Strata Design	793905	963004	Registered	Mexico	12-Jul-2006	23-Nov-2006	Travelport Inc.
Travelport Strata Design	793901	963003	Registered	Mexico	12-Jul-2006	23-Nov-2006	Travelport Inc.
Travelport Strata Design	793902	1009751	Registered	Mexico	12-Jul-2006	31-Oct- 2007	Travelport Inc.
Travelport Strata Design	793900	963002	Registered	Mexico	12-Jul-2006	23-Nov-2006	Travelport Inc.
TRAVELPORT	8238	7492	Registered	Mongolia	01-Dec-2008	01-Dec-2008	Travelport Inc.
TRAVELPORT	14399/2008		Pending	Mozambique	29-Dec-2008		Travelport Inc.
TRAVELPORT	14400/2008		Pending	Mozambique	29-Dec-2008		Travelport Inc.
TRAVELPORT	14401/2008		Pending	Mozambique	29-Dec-2008		Travelport Inc.
TRAVELPORT	33102		Pending	Nepal	03-Feb-2009		Travelport Inc.
TRAVELPORT	33103		Pending	Nepal	03-Feb-2009		Travelport Inc.
TRAVELPORT	33104		Pending	Nepal	03-Feb-2009		Travelport Inc.
TRAVELPORT	D-600549	12332	Registered	Netherlands Antilles	31-Aug-2006	20-Sep-2006	Travelport Inc.
Travelport Strata Design	D-600505	12420	Registered	Netherlands Antilles	15-Aug-2006	20-Oct-2006	Travelport Inc.
TRAVELPORT	750931	750931	Registered	New Zealand	10-Jul-2006	08-Feb-2008	Travelport Inc.
Travelport Strata Design	751011	751011	Registered	New Zealand	10-Jul-2006	08-Feb-2008	Travelport Inc.
TRAVELPORT	F/TM/2008/15387	82792	Registered	Nigeria	16-Dec-2008	16-Dec-2008	Travelport Inc.
TRAVELPORT	F/TM/2008/15388	82793	Registered	Nigeria	16-Dec-2008	16-Dec-2008	Travelport Inc.
TRAVELPORT	F/TM/2008/15389	82791	Registered	Nigeria	16-Dec-2008	16-Dec-2008	Travelport Inc.
TRAVELPORT	200607103	238434	Registered	Norway	10-Jul-2006	21-Mar-2007	Travelport Inc.
Travelport Strata Design	200607526	238678	Pending	Norway	19-Jul-2006	10-Apr-2007	Travelport Inc.

23

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	42018	42018	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
TRAVELPORT	42019	42019	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
TRAVELPORT	42022	42022	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
TRAVELPORT	42020	42020	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
TRAVELPORT	42023	42023	Registered	Oman	28-Oct-2006	10-May-2009	Travelport Americas, Inc.*
TRAVELPORT	42021	42021	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
TRAVELPORT	42024	42024	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
Travelport Strata Design	42028	42028	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
Travelport Strata Design	42025	42025	Registered	Oman	28-Oct-2006	10-May-2009	Travelport Americas, Inc.*
Travelport Strata Design	42027	42027	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
Travelport Strata Design	42030	42030	Registered	Oman	28-Oct-2006	07-Aug-2007	Travelport Americas, Inc.*
Travelport Strata Design	42031	42031	Registered	Oman	28-Oct-2006	07-Aug-2007	Travelport Americas, Inc.*
Travelport Strata Design	42026	42026	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
Travelport Strata Design	42029	42029	Registered	Oman	28-Oct-2006	08-Mar-2009	Travelport Americas, Inc.*
GALILEO BY TRAVELPORT	264180		Pending	Pakistan	03-Apr-2009		Travelport Inc.
GALILEO BY TRAVELPORT	264181		Pending	Pakistan	03-Apr-2009		Travelport Inc.
TRAVELPORT	A68084	A68084	Registered	Papua New Guinea	04-Dec-2008	04-Dec-2008	Travelport Inc.
TRAVELPORT	A68085	A68085	Registered	Papua New Guinea	04-Dec-2008	04-Dec-2008	Travelport Inc.
TRAVELPORT	A68086	A68086	Registered	Papua New Guinea	04-Dec-2008	04-Dec-2008	Travelport Inc.
TRAVELPORT	285277	125860	Registered	Peru	18-Jul-2006	30-Mar-2007	Travelport Inc.
TRAVELPORT	285278	125136	Registered	Peru	18-Jul-2006	28-Feb-2007	Travelport Inc.
TRAVELPORT	285279	45333	Registered	Peru	18-Jul-2006	22-Feb-2007	Travelport Inc.
TRAVELPORT	285280	45291	Registered	Peru	18-Jul-2006	19-Feb-2007	Travelport Inc.

24

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	285281	45775	Registered	Peru	18-Jul-2006	09-Apr-2007	Travelport Inc.
TRAVELPORT	285282	45334	Registered	Peru	18-Jul-2006	22-Feb-2007	Travelport Inc.
TRAVELPORT	285283	45867	Registered	Peru	18-Jul-2006	16-Apr-2007	Travelport Inc.
Travelport Strata Design	285270	127599	Registered	Peru	18-Jul-2006	28-May-2007	Travelport Inc.
Travelport Strata Design	285271	127135	Registered	Peru	18-Jul-2006	28-Feb-2007	Travelport Inc.
Travelport Strata Design	285272	45394	Registered	Peru	18-Jul-2006	28-Feb-2007	Travelport Inc.
Travelport Strata Design	285273	45395	Registered	Peru	18-Jul-2006	28-Feb-2007	Travelport Inc.
Travelport Strata Design	285274	46320	Registered	Peru	18-Jul-2006	28-May-2007	Travelport Inc.
Travelport Strata Design	285275	45396	Registered	Peru	18-Jul-2006	28-Feb-2007	Travelport Inc.
Travelport Strata Design	285276	46321	Registered	Peru	18-Jul-2006	28-May-2007	Travelport Inc.
TRAVELPORT	4-2006-009296		Pending	Philippines	23-Aug-2006		Travelport Inc.
Travelport Strata Design	4-2006-009297	4-2006-009297	Registered	Philippines	23-Aug-2006	29-Oct-2007	Travelport Inc.
TRAVELPORT	44732	44732	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
TRAVELPORT	44731	44731	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
TRAVELPORT	44734	44734	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
TRAVELPORT	44735	44734	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
TRAVELPORT	44736	44736	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
TRAVELPORT	44733	44733	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
Travelport Strata Design	44737	44737	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
Travelport Strata Design	44741	44741	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
Travelport Strata Design	44742	44742	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
Travelport Strata Design	44738	44738	Registered	Qatar	16-May-2007	30-Jul-2009	Travelport Americas, Inc.*
Travelport Strata Design	44739	44739	Registered	Qatar	16-May-2007	30-Sep-2009	Travelport Americas, Inc.*

25

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	44740	44740	Registered	Qatar	16-May-2007	30-Sep-2009	Travelport Americas, Inc.*
TRAVELPORT	2006719462	370294	Registered	Russian Federation	13-Jul-2006	22-Jan-2009	Travelport Inc.
TRAVELPORT	2008709393	390555	Registered	Russian Federation	28-Mar-2008	05-Oct-2009	Travelport Inc.
Travelport Strata Design	2006719463	342000	Registered	Russian Federation	13-Jul- 2007	23-Jan-2008	Travelport Inc.
TRAVELPORT	6541/JRK		Pending	Rwanda	11-Dec-2008		Travelport Inc.
TRAVELPORT	109646	1120/25	Registered	Saudi Arabia	26-Sep-2006	27-Dec-2009	Travelport Inc.
TRAVELPORT	109647	1120/26	Registered	Saudi Arabia	26-Sep-2006	27-Dec-2009	Travelport Inc.
TRAVELPORT	109648	1120/27	Registered	Saudi Arabia	26-Sep-2006	27-Dec-2009	Travelport Inc.
TRAVELPORT	109649	1120/28	Registered	Saudi Arabia	26-Sep-2006	27-Dec-2009	Travelport Inc.
TRAVELPORT	109650	1120/29	Registered	Saudi Arabia	26-Sep-2006	27-Dec-2009	Travelport Inc.
TRAVELPORT	109651	1123/47	Registered	Saudi Arabia	26-Sep-2006	30-Dec-2009	Travelport Inc.
TRAVELPORT	109652	1123/48	Registered	Saudi Arabia	26-Sep-2006	30-Dec-2009	Travelport Inc.
Travelport Strata Design	109653		Pending	Saudi Arabia	26-Sep-2007		Travelport Inc.
Travelport Strata Design	109654	969-82	Registered	Saudi Arabia	26-Sep-2007	16-Jan-2008	Travelport Inc.
Travelport Strata Design	109655		Pending	Saudi Arabia	26-Sep-2007		Travelport Inc.
Travelport Strata Design	109656	951/3/	Registered	Saudi Arabia	26-Sep-2007	21-Oct- 2007	Travelport Inc.
Travelport Strata Design	109657		Pending	Saudi Arabia	26-Sep-2007		Travelport Inc.
Travelport Strata Design	109658		Pending	Saudi Arabia	26-Sep-2007		Travelport Inc.
Travelport Strata Design	109659	951/57	Registered	Saudi Arabia	26-Sep-2007	21-Oct- 2007	Travelport Inc.
TRAVELPORT	T06/13592A	T06/13592A	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
TRAVELPORT	T06/13593Z	T06/13593Z	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
TRAVELPORT	T06/13595F	T06/13595F	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
TRAVELPORT	T06/13598J	T06/13598J	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
TRAVELPORT	T06/13597B	T06/13597B	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
TRAVELPORT	T06/13596D	T06/13596D	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
TRAVELPORT	T06/13594H	T06/13594H	Registered	Singapore	11-Jul-2006	11-Jul-2006	Travelport Inc.
Travelport Strata Design	T06/13783E	T06/13783E	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.
Travelport Strata Design	T06/13779G	T06/13779G	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.
Travelport Strata Design	T06/13778I	T06/13778I	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.
Travelport Strata Design	T06/13785A	T06/13785A	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.

26

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	T06/13784C	T06/13784C	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.
Travelport Strata Design	T06/13782G	T06/13782G	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.
Travelport Strata Design	T06/13780J	T06/13780J	Registered	Singapore	13-Jul-2006	13-Jul-2006	Travelport Inc.
TRAVELPORT	2006/15183	2006/15183	Registered	South Africa	07-Jul-2006	07-Jul-2006	Travelport Inc.
TRAVELPORT	2006/15187	2006/15187	Registered	South Africa	07-Jul-2006	07-Jul-2006	Travelport Inc.
TRAVELPORT	2006/15184	2006/15184	Registered	South Africa	07-Jul-2006	07-Jul-2006	Travelport Inc.
TRAVELPORT	2006/15185		Pending	South Africa	07-Jul-2006		Travelport Inc.
TRAVELPORT	2006/15186	2006/15186	Registered	South Africa	07-Jul-2006	07-Jul-2006	Travelport Inc.
TRAVELPORT	2006/15188	2006/15188	Registered	South Africa	07-Jul-2006	07-Jul-2006	Travelport Inc.
TRAVELPORT	2006/15189	2006/15189	Registered	South Africa	07-Jul-2006	07-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15302	2006/15302	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15300	2006/15300	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15304	2006/15304	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15299	2006/15299	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15301	2006/15301	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15305	2006/15305	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
Travelport Strata Design	2006/15303	2006/15303	Registered	South Africa	10-Jul-2006	10-Jul-2006	Travelport Inc.
TRAVELPORT	147268		Pending	Sri Lanka	24-Sep-2008		Travelport Inc.
TRAVELPORT	147272		Pending	Sri Lanka	24-Sep-2008		Travelport Inc.
TRAVELPORT	147273		Pending	Sri Lanka	24-Sep-2008		Travelport Inc.
TRAVELPORT	147271		Pending	Sri Lanka	24-Sep-2008		Travelport Inc.
TRAVELPORT	147270		Pending	Sri Lanka	24-Sep-2008		Travelport Inc.
TRAVELPORT	147269		Pending	Sri Lanka	24-Sep-2008		Travelport Inc.
TRAVELPORT	D-600549	12332	Registered	St. Maarten	31-Aug-2006	20-Sep-2006	Travelport Inc.
Travelport Strata Design	D-600505	12420	Registered	St. Maarten	15-Aug-2006	20-Oct-2006	Travelport Inc.
TRAVELPORT	36264		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*
TRAVELPORT	36267		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*
TRAVELPORT	36265		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*

27

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	36268		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*
TRAVELPORT	36269		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*
TRAVELPORT	36270		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*
TRAVELPORT	36266		Pending	Sudan	28-Oct-2006		Travelport Americas, Inc.*
Travelport Strata Design	36258		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
Travelport Strata Design	36262		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
Travelport Strata Design	36263		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
Travelport Strata Design	36257		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
Travelport Strata Design	36259		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
Travelport Strata Design	36260		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
Travelport Strata Design	36261		Pending	Sudan	28-Oct-2007		Travelport Americas, Inc.*
TRAVELPORT	21716	21716	Registered	Suriname	24-Dec-2008	24-Dec-2008	Travelport Inc.
TRAVELPORT	56024/2006	553361	Registered	Switzerland	07-Jul-2006	03-Jan-2007	Travelport Inc.
Travelport Strata Design	56069	553377	Registered	Switzerland	10-Jul-2006	03-Jan-2007	Travelport Inc.
TRAVELPORT	151		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	153		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	154		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	150		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	152		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	155		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	156		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*

28

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	160		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
Travelport Strata Design	161		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
Travelport Strata Design	159		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
Travelport Strata Design	163		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
Travelport Strata Design	162		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
Travelport Strata Design	157		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
Travelport Strata Design	158		Pending	Syria	09-Jan-2007		Travelport Americas, Inc.*
TRAVELPORT	95047747	1311785	Registered	Taiwan	19-Sep-2006	16-May-2008	Travelport Inc.
Travelport Strata Design	95047746	1303548	Registered	Taiwan	19-Sep-2006	1-Mar-2008	Travelport Inc.
TRAVELPORT	10010541		Pending	Tajikistan	21-Jun-2010		Travelport Inc.
TRAVELPORT	TZ/S/2008/520		Pending	Tanganyika	10-Dec-2008		Travelport Inc.
TRAVELPORT	TZ/S/2008/521		Pending	Tanganyika	10-Dec-2008		Travelport Inc.
TRAVELPORT	TZ/S/2008/522		Pending	Tanganyika	10-Dec-2008		Travelport Inc.
TRAVELPORT			Pending	Tanzania			Travelport Inc.
TRAVELPORT	638310		Pending	Thailand	08-Sep-2006		Travelport Inc.
TRAVELPORT	638312	BOR36191	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
TRAVELPORT	638311	269621	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
TRAVELPORT	638313	BOR36197	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
TRAVELPORT	638314		Pending	Thailand	08-Sep-2006		Travelport Inc.
TRAVELPORT	638315	BOR36618	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
TRAVELPORT	638316	BOR36151	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
Travelport Strata Design	638322	35654	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
Travelport Strata Design	638323	35653	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
Travelport Strata Design	638319	269620	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
Travelport Strata Design	638324	bOR36323	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
Travelport Strata Design	638318	Kor295821	Registered	Thailand	08-Sep-2006	07-Apr-2009	Travelport Inc.
Travelport Strata Design	638320	BOR36216	Registered	Thailand	08-Sep-2006	07-Sep-2006	Travelport Inc.

29

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
Travelport Strata Design	638321	BOR35613	Registered	Thailand	08-Sep-2006	08-Sep-2006	Travelport Inc.
TRAVELPORT	EE062750	EE062750	Registered	Tunisia	16-Oct-2006	16-Apr-2008	Travelport Americas, Inc.*
Travelport Strata Design	EE062751	EE062751	Registered	Tunisia	16-Oct-2006	16-Apr-2008	Travelport Americas, Inc.*
TRAVELPORT	2006/50039	2006/50039	Registered	Turkey	16-Aug-2006	16-Oct-2006	Travelport Americas, Inc.*
Travelport Strata Design	2006-50514	2006/50514	Registered	Turkey	18-Oct-2006	18-Oct-2006	Travelport Americas, Inc.*
TRAVELPORT	31833	31833	Registered	Uganda	16-Dec-2008	16-Dec-2008	Travelport Inc.
TRAVELPORT	31834	31834	Registered	Uganda	16-Dec-2008	25-May-2011	Travelport Inc.
TRAVELPORT	2008 22129	127335	Registered	Ukraine	25-Dec-2008	25-Aug-2010	Travelport Inc.
TRAVELPORT	85408	102648	Registered	United Arab Emirates	14-Sep-2006	28-Apr-2010	Travelport Inc.
TRAVELPORT	85407		Pending	United Arab Emirates	14-Sep-2006		Travelport Inc.
TRAVELPORT	85413	102639	Registered	United Arab Emirates	14-Sep-2006	27-Apr-2010	Travelport Inc.
TRAVELPORT	85410		Pending	United Arab Emirates	14-Sep-2006		Travelport Inc.
TRAVELPORT	85411	102641	Registered	United Arab Emirates	14-Sep-2006	28-Apr-2010	Travelport Inc.
TRAVELPORT	85412		Pending	United Arab Emirates	14-Sep-2006		Travelport Inc.
TRAVELPORT	85409	102642	Registered	United Arab Emirates	14-Sep-2006	28-Apr-2010	Travelport Inc.
Travelport Strata Design	85400	87872	Registered	United Arab Emirates	14-Sep-2006	20-Apr-2008	Travelport Inc.
Travelport Strata Design	85401	87966	Registered	United Arab Emirates	14-Sep-2006	22-Apr-2008	Travelport Inc.
Travelport Strata Design	85403	90894	Registered	United Arab Emirates	14-Sep-2006	29-Jul-2008	Travelport Inc.
Travelport Strata Design	85405	87967	Registered	United Arab Emirates	14-Sep-2006	22-Apr-2008	Travelport Inc.
Travelport Strata Design	85402	88765	Registered	United Arab Emirates	14-Sep-2006	25-May-2008	Travelport Inc.
Travelport Strata Design	85404	90896	Registered	United Arab Emirates	14-Sep-2006	29-Jul-2008	Travelport Inc.
Travelport Strata Design	85406	90898	Registered	United Arab Emirates	14-Sep-2006	29-Jul-2008	Travelport Inc.
ASK TRAVELPORT	77/519455	3753654	Registered	United States of America	10-Jul-2008	02-Mar-2010	Travelport Inc.
JUMPSTART	78/513568	3041040	Registered	United States of America	09-Nov-2004	10-Jan-2006	Travelport Inc.
THOR	75/693851	2533290	Registered	United States of America	28-Apr-1999	29-Jan-2002	Travelport Inc.
THOR	75/344802	2252615	Registered	United States of America	21-Aug-1997	15-Jun-1999	Trip.com, Inc.***

30

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
THOR & Design	76/104845	2613296	Registered	United States of America	08-Aug-2000	27-Aug-2002	Travelport Inc.
THOR DESIGN	76/104844	2479890	Registered	United States of America	08-Aug-2000	21-Aug-2001	Travelport Inc.
TRAVELPORT	76/251034	2679926	Registered	United States of America	04-May-2001	28-Jan-2003	Travelport Inc.
TRAVELPORT	78/861891	3843199	Registered	United States of America	14-Apr-2006	31-Aug-2010	Travelport Inc.
TRAVELPORT EXPRESS	78/282397	2,958,286	Registered	United States of America	04-Aug-2003	31-May-2005	Travelport Inc.
TRAVELPORT FARE VERIFIED	77/373306	3699677	Registered	United States of America	16-Jan-2008	20-Oct-2009	Travelport Inc.
TRAVELPORT RAPID REPRICE	77/375381	3617030	Registered	United States of America	18-Jan-2008	05-May-2009	Travelport Inc.
Travelport Strata Design	78/920241	3720208	Registered	United States of America	29-Jun-2006	01-Dec-2009	Travelport Inc.
TRAVELPORT TRAVERSA	77/415986	3842009	Registered	United States of America	07-Mar-2008	31-Aug-2010	Travelport Inc.
TRAVELPORT VIEWTRIP	77/375692	3617033	Registered	United States of America	18-Jan-2008	05-May-2009	Travelport Inc.
TRAVELPORT	MGU 20260	MGU 20260	Registered	Uzbekistan	26-Feb-2010	15-Nov-2010	Travelport Inc.
TRAVELPORT	2006-15661	293574	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	2006-15660	293573	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	2006-15663	41490	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	2006-15665	41492	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	2006-15664	41491	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	2006-15666	41493	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	2006-15667	41494	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-15659	293572	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-015670	41497	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-15672	41498	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-15668	41495	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-15669	41496	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-15658	293571	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
Travelport Strata Design	2006-15673	41499	Registered	Venezuela	19-Jul-2006	6-May-2009	Travelport Inc.
TRAVELPORT	4-2006-17375	4-0101685-000	Registered	Viet Nam	17-Oct-2006	22-May-2008	Travelport Americas, Inc.*
Travelport Strata Design	4-2006-17429	108393	Registered	Viet Nam	17-Oct-2006	30-Jul-2009	Travelport Americas, Inc.*

31

					App.	Reg.	Record
Trademark	App. No.	Reg. No.	Status	Country	Date	Date	Owner
TRAVELPORT	46833	37962	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	46834	37963	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	46835	37964	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	46836	37965	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	46837	37966	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	46838	38676	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	46839	39767	Registered	Yemen, Republic of	28-Feb-2009	16-Jan-2010	Travelport Inc.
TRAVELPORT	1028/2008	1028/2008	Registered	Zambia	16-Dec-2008	16-Dec-2008	Travelport Inc.
TRAVELPORT	1029/2008	1029/2008	Registered	Zambia	16-Dec-2008	16-Dec-2008	Travelport Inc.
TRAVELPORT	ZN/S/2008/000246		Pending	Zanzibar	16-Dec-2008		Travelport Inc.
TRAVELPORT	ZN/S/2008/000247		Pending	Zanzibar	16-Dec-2008		Travelport Inc.
TRAVELPORT	ZN/S/2008/000248		Pending	Zanzibar	16-Dec-2008		Travelport Inc.
TRAVELPORT	1448/2008		Pending	Zimbabwe	15-Dec-2008		Travelport Inc.
TRAVELPORT	1449/2008		Pending	Zimbabwe	15-Dec-2008		Travelport Inc.
TRAVELPORT	1450/2008		Pending	Zimbabwe	15-Dec-2008		Travelport Inc.

*	- Travelport Americas, Inc. assigned rights to its trademarks to Travelport Inc.
**	- The trademark of HotelPort, Inc, is now owned by Travelport Inc.
***	- Trip.com, Inc. merged into Travelport Inc.

TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY

WORLDSPAN TECHNOLOGIES INC.

	App.	Reg.				App.
Trademark	No.	No.		Status	Country	Date	Reg. Date	Record Owner
TRAVELPORTSAVER	78/679732		3345399	Registered	United States of America	27-Jul-2005	27-Nov-2007	Worldspan Technologies Inc.

32

Exhibit I to the
Second Lien Intellectual Property
Security Agreement

           SUPPLEMENT NO. __, dated as of [•] (this “Supplement”), to the Second Lien Intellectual Property Security Agreement, dated as of [•], 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used herein as defined in the Intellectual Property Security Agreement referred to below).

          A. Reference is made to the Second Lien Credit Agreement, dated as of [•] (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as the “Collateral Agent” (under and as defined therein) and each Lender from time to time party thereto.

          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intellectual Property Security Agreement.

          C. The Grantors have entered into the Intellectual Property Security Agreement in order to induce the Lenders to make Loans. Section 5.14 of the Intellectual Property Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Intellectual Property Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Intellectual Property Security Agreement and as consideration for Loans previously made.

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

          SECTION 1. In accordance with Section 5.14 of the Intellectual Property Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Intellectual Property Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Intellectual Property Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations, does

hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Intellectual Property Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Intellectual Property Security Agreement shall be deemed to include the New Subsidiary. The Intellectual Property Security Agreement is hereby incorporated herein by reference.

          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement.

          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of any and all Collateral of the New Subsidiary consisting of Intellectual Property and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

          SECTION 5. Except as expressly supplemented hereby, the Intellectual Property Security Agreement shall remain in full force and effect.

          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intellectual Property Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intellectual Property Security Agreement.

2

          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

          SECTION 10. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent pursuant to this Supplement and the exercise of any right or remedy by Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Supplement, the terms of the Intercreditor Agreement shall govern and control.

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

[NAME OF NEW SUBSIDIARY],
By:
	Name:
	Title:   Legal Name: Jurisdiction of Formation: Location of Chief Executive Office:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:
	Name:
	Title:

3

Schedule I to the
Supplement No. __ to
the Second Lien Intellectual Property
Security Agreement

INTELLECTUAL PROPERTY

EXHIBIT II

GRANT OF
SECURITY INTEREST IN COPYRIGHTS (SECOND LIEN)

     This GRANT OF SECURITY INTEREST IN COPYRIGHTS (SECOND LIEN) (this “Agreement”), effective as of [__________ ___], [_____], is made by [__________], a [__________] with offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto.

W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth therein;

     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the Borrower have executed and delivered that certain Second Lien Intellectual Property Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with all amendments and modifications, if any, from time to time thereafter made thereto, the “IP Security Agreement”);

     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, the Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for the benefit of the Secured Parties, and granted to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the Collateral, including the Copyrights; and

     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:

     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the IP Security Agreement.

     SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of the Grantor’s right, title and interest in, to and under the Copyrights (including, without limitation, those items listed on Schedule A hereto) (collectively, the “Copyright Collateral”).

     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest herein with the United States Copyright Office. The security interest granted hereby has been granted to the Agent in connection with the IP Security Agreement and is expressly subject to the terms and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms.

     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic email) shall be as effective as delivery of a manually signed counterpart of this Agreement.

     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

[Signature Page Follows]

2

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

[GRANTOR]
By:
	Name:
	Title:

Accepted and Agreed:

WELLS FARGO BANK,
NATIONAL ASSOCIATION

By:
	Name:
	Title:

EXHIBIT III

GRANT OF
SECURITY INTEREST IN TRADEMARKS (SECOND LIEN)

     This GRANT OF SECURITY INTEREST IN TRADEMARKS (SECOND LIEN) (this “Agreement”), effective as of [__________ ___], [_____], is made by [__________], a [__________] with offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto.

W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth therein;

     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the Borrower have executed and delivered that certain Second Lien Intellectual Property Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with all amendments and modifications, if any, from time to time thereafter made thereto, the “IP Security Agreement”);

     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, the Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for the benefit of the Secured Parties, and granted to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the Collateral, including the Trademarks; and

     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:

     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the IP Security Agreement.

     SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of the Grantor’s right, title and interest in, to and under the Trademarks (including, without limitation, those items listed on Schedule A hereto) (collectively, the “Trademark Collateral”); provided, however, that the security interest granted by the Grantor hereunder shall not include any intent-to-use application for a Trademark that may be deemed invalidated, cancelled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the acceptable evidence of use of such Trademark is filed with the United States Patent and Trademark Office and grant and/or enforcement of the security interest will not affect the status or validity of such application for such Trademark of the resulting registration.

     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Agent in connection with the IP Security Agreement and is expressly subject to the terms and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms.

     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic email) shall be as effective as delivery of a manually signed counterpart of this Agreement.

     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

[Signature Page Follows]

2

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

[GRANTOR]
By:
	Name:
	Title:

Accepted and Agreed:

WELLS FARGO BANK,
NATIONAL ASSOCIATION

By:
	Name:
	Title:

EXHIBIT IV

GRANT OF
SECURITY INTEREST IN PATENTS (SECOND LIEN)

     This GRANT OF SECURITY INTEREST IN PATENTS (SECOND LIEN) (this “Agreement”), effective as of [__________ ___], [_____], is made by [__________], a [__________] with offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto.

W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth therein;

     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the Borrower have executed and delivered that certain Second Lien Intellectual Property Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with all amendments and modifications, if any, from time to time thereafter made thereto, the “IP Security Agreement”);

     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, the Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for the benefit of the Secured Parties, and granted to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the Collateral, including the Patents; and

     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:

     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the IP Security Agreement.

     SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of the Grantor’s right, title and interest in, to and under the Patents (including, without limitation, those items listed on Schedule A hereto) (collectively, the “Patent Collateral”).

     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Agent in connection with the IP Security Agreement and is expressly subject to the terms and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms.

     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic email) shall be as effective as delivery of a manually signed counterpart of this Agreement.

     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

[Signature Page Follows]

2

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

[GRANTOR]
By:
	Name:
	Title:

Accepted and Agreed:

WELLS FARGO BANK,
NATIONAL ASSOCIATION

By:
	Name:
	Title:

EXHIBIT H

Intercreditor Agreement

See attached.

INTERCREDITOR AGREEMENT,

Dated as of

September 30, 2011,

among

UBS AG, STAMFORD BRANCH,
as First Priority Collateral Agent,

UBS AG, STAMFORD BRANCH,
as First Priority Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Second Priority Collateral Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Second Priority Administrative Agent,

TRAVELPORT LLC,
as the Borrower,

TRAVELPORT LIMITED,
as Holdings,

WALTONVILLE LIMITED,
as Intermediate Parent,

TDS INVESTOR (LUXEMBOURG) S.A.R.L.,
as TDS Intermediate Parent,

and

CERTAIN SUBSIDIARIES OF HOLDINGS
IDENTIFIED HEREIN

ii

TABLE OF CONTENTS

	Page
Section 1. Definitions		2
1.1 Defined Terms		2
1.2 Terms Generally		9
Section 2. Lien Priorities		10
2.1 Relative Priorities		10
2.2 Prohibition on Contesting Liens		10
2.3 No New Liens		11
2.4 Nature of First Priority Obligations		11
Section 3. Enforcement		11
3.1 Exercise of Remedies		11
3.2 Cooperation		15
3.3 Notices of Default		15
Section 4. Payments		15
4.1 Application of Proceeds		15
4.2 Payments Over		16
Section 5. Other Agreements		16
5.1 Releases		16
5.2 Insurance		17
5.3 Amendments to Second Priority Documents, etc.		18
5.4 Rights as Unsecured Creditors		20
5.5 Bailee and Agent for Perfection		20
Section 6. Insolvency Proceedings		21
6.1 Finance and Sale Issues		21
6.2 Adequate Protection		22
6.3 No Waiver		23
6.4 Reinstatement		23
6.5 Post-Petition Interest		23
6.6 Separate Grants of Security and Separate Classification		23
6.7 Voting for Plan of Reorganization		24
6.8 X Clause		24
6.9 Determination of Distributions on Account of Lien on Collateral		25
6.10 Plan of Reorganization		25
6.11 Turnover Provisions		25
Section 7. Reliance; Waivers; etc.		26
7.1 Reliance		26
7.2 No Warranties or Liability		26
7.3 No Waiver of Lien Priorities		27
7.4 Obligations Unconditional		29
Section 8. Miscellaneous		29
8.1 Conflicts		29
8.2 Continuing Nature of this Agreement		29

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	Page
8.3 Amendments; Waivers		29
8.4 Information Concerning Financial Condition of the Obligors and their Subsidiaries		30
8.5 Certain Successors		30
8.6 Application of Payments		30
8.7 Marshalling of Assets		30
8.8 No Purchase Option in Favor of Second Priority Secured Parties		31
8.9 Notices		31
8.10 Further Assurances		31
8.11 Governing Law		31
8.12 Binding on Successors and Assigns; No Third Party Beneficiaries		32
8.13 Specific Performance		32
8.14 Section Titles; Time Periods		32
8.15 Counterparts		32
8.16 Authorization		32
8.17 Effectiveness		32
8.18 Provisions Solely to Define Relative Rights		33
8.19 Exclusive Means of Exercising Rights under this Agreement		33
8.20 Right of First Priority Collateral Agent to Continue		34
8.21 Interpretation		34
8.22 Forum Selection and Consent to Jurisdiction		34
8.23 WAIVER OF RIGHT TO TRIAL BY JURY		34
8.24 Bond Conversion Offer		35
8.25 No Contest		35

ii

INTERCREDITOR AGREEMENT

     This INTERCREDITOR AGREEMENT, dated as of September 30, 2011, is among UBS AG, STAMFORD BRANCH, as collateral agent for the First Priority Secured Parties under the First Priority Documents referenced below (in such capacity, the “First Priority Collateral Agent”), UBS AG, STAMFORD BRANCH, as administrative agent under the First Priority Documents referenced below (in such capacity, the “First Priority Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties under the Second Priority Documents referenced below (in such capacity, the “Second Priority Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Second Priority Documents referenced below (in such capacity, the “Second Priority Administrative Agent”), TRAVELPORT LIMITED, a Bermuda company (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), and the other undersigned Obligors (as hereinafter defined).

W I T N E S S E T H:

     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the First Priority Administrative Agent (as hereinafter defined), the First Priority Collateral Agent, Holdings and the other “Guarantors” specified therein previously entered into a Fourth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of September 30, 2011 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “First Priority Credit Agreement”);

     WHEREAS, the Obligors have granted to the First Priority Collateral Agent, for the benefit of the First Priority Secured Parties, security interests in the Collateral (as hereinafter defined) as security for payment and performance of the First Priority Claims (as hereinafter defined);

     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the Second Priority Administrative Agent (as hereinafter defined), the Second Priority Collateral Agent, Holdings and the other “Guarantors” specified therein are entering into a Second Lien Credit Agreement, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Second Priority Credit Agreement”); and

     WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, security interests in the Collateral as security for payment and performance of the Second Priority Claims (as hereinafter defined).

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Definitions.

     1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms indicated):

     “Agreement” means this Intercreditor Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof.

     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. 101 et seq.).

     “Borrower” is defined in the preamble.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, NY or the state where any of the First Priority Collateral Agent’s, the Second Priority Collateral Agent’s, the First Priority Administrative Agent’s or the Second Priority Administrative Agent’s office for notices pursuant to Section 8.9 is located.

     “Collateral” means any property, real, personal or mixed, of any Obligor in which the First Priority Collateral Agent, any First Priority Secured Party, the Second Priority Collateral Agent or any Second Priority Secured Party has a security interest pursuant to any First Priority Collateral Document or Second Priority Collateral Document, as the case may be; provided that “Collateral” shall not include, for all purposes under this Agreement, the Tranche S Collateral Account (as defined in the First Priority Credit Agreement).

     “Collateral Documents” means the First Priority Collateral Documents and the Second Priority Collateral Documents (and including, for sake of clarity, this Agreement).

     “Comparable Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Priority Collateral Document, the Second Priority Collateral Document that creates a Lien in the same Collateral, granted by the same Obligor, as applicable.

2

     “Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are consistent with the provisions of this Agreement.

     “Consummation Date” means “Consummation Date” as defined in the Second Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement.

     “DIP Financing” is defined in Section 6.1.

     “Discharge of First Priority Claims” means, except to the extent otherwise provided in Section 6.4 (a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency Proceeding whether or not such interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness outstanding under the First Priority Documents and, with respect to letters of credit outstanding thereunder, if any, termination thereof or delivery of cash collateral or backstop letters of credit in respect thereof and for the full amount thereof (or such greater amount as may be required under the First Priority Documents) in compliance with such First Priority Documents, in each case after or concurrently with termination of all commitments to extend credit thereunder and (ii) any other First Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case other than obligations that constitute Unasserted Contingent Obligations at the time such principal and interest is paid; and (b) delivery by the First Priority Administrative Agent to the First Priority Collateral Agent (with copies to the Second Priority Administrative Agent and Second Priority Collateral Agent) of a written notice that the Discharge of First Priority Claims has occurred.

     “Discharge of Second Priority Claims” means, except to the extent otherwise provided in Section 6.4 or except to the extent the relevant Indebtedness described below is excluded from the definition of Second Priority Claims, (a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness outstanding under the Second Priority Documents, after or concurrently with termination of all commitments to extend credit thereunder and (ii) any other Second Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case other than obligations that constitute Unasserted Contingent Obligations at the time such principal and interest is paid; and (b) delivery by the Second Priority Administrative Agent to the Second Priority Collateral Agent of a written notice that the Discharge of Second Priority Claims has occurred.

     “First Lien Deficiency Claim” shall mean that portion, if any, of the First Priority Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such determination to be made based upon the value of all of the Collateral securing the First Priority Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the Insolvency Proceeding.

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     “First Priority Administrative Agent” shall include, in addition to the First Priority Administrative Agent defined in the preamble, any successor thereto appointed by the requisite First Priority Secured Parties exercising substantially the same rights and powers.

     “First Priority Claims” means (a) all First Priority Credit Agreement Obligations and (b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any First Priority Document. First Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant First Priority Document whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. For the avoidance of any doubt, First Priority Claims shall include the fees, expenses, disbursements and indemnities of the First Priority Collateral Agent. To the extent any payment with respect to the First Priority Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing, the Second Priority Claims will not constitute First Priority Claims even if any proceeds thereof are used to repay any First Priority Claims.

     “First Priority Collateral Agent” shall include, in addition to the First Priority Collateral Agent defined in the preamble, any successor thereto appointed by the requisite First Priority Secured Parties exercising substantially the same rights and powers.

     “First Priority Collateral Documents” mean collectively, the First Priority Security Agreement, any other “Collateral Document” (as defined in the First Priority Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted to secure (or perfect, preserve or maintain the security of) any First Priority Claim or under which rights or remedies with respect to such Liens are governed.

     “First Priority Credit Agreement” is defined in the first recital; provided that the term “First Priority Credit Agreement” shall (a) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original First Priority Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior First Priority Agreement), and (b) exclude the Second Priority Documents.

     “First Priority Credit Agreement Obligations” means all “Obligations” as defined in the First Priority Credit Agreement and all other Obligations under the First Priority Documents.

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     “First Priority Documents” means the First Priority Credit Agreement, the First Priority Collateral Documents, the other “Loan Documents” (as defined in the First Priority Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any First Priority Claims, and any other related document or instrument executed or delivered pursuant to any of the foregoing at any time or otherwise evidencing any First Priority Claims thereunder, as any such document or instrument may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “First Priority Liens” means all Liens that secure the First Priority Claims.

     “First Priority Secured Parties” means the “Secured Parties” as defined in the First Priority Credit Agreement.

     “First Priority Security Agreement” means the Security Agreement, dated as of August 23, 2006, among Holdings, the Borrower, certain of their affiliates and the First Priority Collateral Agent, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “Holdings” is defined in the preamble.

     “Indebtedness” means “Indebtedness” as defined in the First Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement.

     “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a debtor or with respect to any substantial part of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Obligor.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or

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other title retention agreement, any easement, right of way or other encumbrance on title to real property).

     “Net Cash Proceeds” means “Net Cash Proceeds” as defined in the First Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement.

     “Non-Conforming Plan of Reorganization” any Plan of Reorganization whose provisions are inconsistent with or in contravention of the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Section 2 (including the Lien priorities of Section 2.1), the provisions of Section 4 or the provisions of Section 6.

     “Obligations” means any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, (b) any fees, indemnification obligations, damages, expense reimbursement obligations (including, without limitation, reasonable and documented attorneys’ fees and expenses) or other liabilities payable under the documentation governing any Indebtedness and (c) any obligation to post cash collateral in respect of letters of credit and any other obligations.

     “Obligors” means Holdings, the Borrower and each of their Subsidiaries that is obligated under any First Priority Document or Second Priority Document.

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

     “Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency Proceeding.

     “Recovery” is defined in Section 6.4.

     “Relevant Directing Party” means the following Person(s) who are entitled to provide instructions or directions with respect to the Collateral: (a) until the Discharge of First Priority Claims has occurred, the First Priority Collateral Agent and (b) following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent.

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     “Second Lien Deficiency Claim” shall mean that portion, if any, of the Second Priority Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such determination to be made based upon the value of all of the Collateral securing the Second Priority Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the Insolvency Proceeding.

     “Second Priority Administrative Agent” shall include, in addition to the Second Priority Administrative Agent defined in the preamble, any successor thereto appointed by the requisite Second Priority Secured Parties exercising substantially the same rights and powers, including, without limitation, the trustee under the “Indenture” (as defined in the Second Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement).

     “Second Priority Claims” means (a) all Second Priority Credit Agreement Obligations and (b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any Second Priority Document. Second Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant Second Priority Document whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. For the avoidance of any doubt, Second Priority Claims shall include the fees, expenses, disbursements and indemnities of the Second Priority Collateral Agent. To the extent any payment with respect to the Second Priority Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

     “Second Priority Collateral Agent” shall include, in addition to the Second Priority Collateral Agent defined in the preamble, any successor thereto appointed by the requisite Second Priority Secured Parties exercising substantially the same rights and powers.

     “Second Priority Collateral Documents” mean collectively, the Second Priority Security Agreement, any other “Collateral Document” (as defined in the Second Priority Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted to secure (or perfect, preserve or maintain the security of) any Second Priority Claim or under which rights or remedies with respect to such Liens are governed.

     “Second Priority Credit Agreement” is defined in the third recital; provided that the term “Second Priority Credit Agreement” shall (a) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original Second Priority Credit Agreement or any other credit or other agreement or indenture and whether

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entered into concurrently with or subsequent to the termination of the prior Second Priority Agreement, and including, without limitation, the “Indenture” and the “Conversion Bonds” (each such term as defined in the Second Priority Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement) governed thereby), and (b) exclude the First Priority Documents.

     “Second Priority Credit Agreement Obligations” means all “Obligations” as defined in the Second Priority Credit Agreement and all other Obligations under the Second Priority Documents.

     “Second Priority Documents” means the Second Priority Credit Agreement, the Second Priority Collateral Documents, the other “Loan Documents” (as defined in the Second Priority Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any Second Priority Claims, and any other related document or instrument executed or delivered pursuant to any of the foregoing at any time or otherwise evidencing any Second Priority Claims thereunder, as any such document or instrument may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “Second Priority Liens” means all Liens that secure the Second Priority Claims.

     “Second Priority Secured Parties” means the “Secured Parties” as defined in the Second Priority Credit Agreement.

     “Second Priority Security Agreement” means the Second Lien Security Agreement, dated as of September 30, 2011 among Holdings, the Borrower, certain of their affiliates and the Second Priority Collateral Agent, as the same may be amended, supplemented, amended and restated, replaced or otherwise modified from time to time.

     “Secured Parties” means collectively, the First Priority Secured Parties and the Second Priority Secured Parties.

     “Senior Note Documents” means the (i) Indenture, dated as of August 23, 2006, by and among Travelport LLC, the guarantors listed herein and the Bank of Nova Scotia Trust Company of New York, as amended by Supplemental Indenture No. 1, dated as of January 11, 2007, between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York and Supplemental Indenture No. 2, dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York and (ii) Indenture, dated as of August 18, 2010, by and among Travelport Limited, Travelport LLC, Travelport Inc., the guarantors named therein, and The Bank of Nova Scotia Trust Company of New York.

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     “Senior Note Obligations” means, in connection with any Insolvency Proceeding, the unpaid principal amount, plus any accrued but unpaid interest thereon, of any of the Senior Dollar Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014, 97/8% Senior Dollar Fixed Rate Notes due 2014 and 9% Senior Notes Due 2016 issued under the applicable Senior Note Document as in effect on the date hereof.

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

     “Unasserted Contingent Obligations” shall mean, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (a) the principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (b) contingent reimbursement obligations in respect of amounts that may be drawn under letters of credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

     “Use of Cash Collateral” is defined in Section 6.1.

     1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, document or other writing herein shall be construed as referring to such agreement, document or other writing as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent that such successors and assigns are permitted pursuant to the applicable agreement, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and general intangibles, (f) terms defined in the UCC but not

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otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretation promulgated thereunder and (h) underscored references to Sections or clauses shall refer to those portions of this Agreement, and any underscored references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs.

     Section 2. Lien Priorities.

     2.1 Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Lien granted to the First Priority Collateral Agent, the Second Priority Collateral Agent, any First Priority Secured Party, any Second Priority Secured Party or any other Person on the Collateral (including, in each case, irrespective of whether any such Lien is granted, or secures obligations relating to the period, before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) any provision of the UCC or any other applicable law or the Second Priority Documents, or any defect or deficiency in, or failure to attach or perfect any aspect or portion of any First Priority Lien, to the contrary, (ii) the fact that any First Priority Lien may have been subordinated, voided, avoided, set aside, invalidated or lapsed or (iii) any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Priority Claim or a Second Priority Claim or any holder of such claims, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing any First Priority Claim now or hereafter held by the First Priority Secured Parties shall be senior in priority in all respects to any Lien on the Collateral securing the Second Priority Claims; and (B) any Lien on the Collateral now or hereafter securing any Second Priority Claim regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in priority in all respects to all Liens on the Collateral securing the First Priority Claims. All Liens on the Collateral securing the First Priority Claims shall be and remain first in priority in all respects to all Liens on the Collateral securing the Second Priority Claims for all purposes, whether or not such First Priority Liens are subordinated to any Lien securing any other obligation of any Obligor.

     2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not (and hereby waives any right to) contest or support, directly or indirectly, any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity, perfection or enforceability of (a) the First Priority Claims or any Lien held by the First Priority Secured Parties in the Collateral securing the First Priority Claims or (b) the Second Priority Claims or any Liens by the Second Priority Secured Parties in the Collateral securing the Second Priority Claims, as the case may be.

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     2.3 No New Liens. So long as the Discharge of First Priority Claims has not occurred, the parties hereto agree that no Obligor shall (a) grant or permit any Lien on any asset or property to secure any Second Priority Claim unless it has granted Liens on such asset or property to secure the First Priority Claims; or (b) grant or permit any additional Lien on any asset to secure any First Priority Claim unless it has granted a Lien on such asset to secure the Second Priority Claims; provided that no Liens on the Tranche S Collateral Account (as defined in the First Priority Credit Agreement) to secure any Second Priority Claim shall be required or permitted hereunder. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Collateral Agent, the First Priority Administrative Agent and/or the First Priority Secured Parties, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that any amount received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

     2.4 Nature of First Priority Obligations. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, acknowledges that a portion of the First Priority Claims are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed without affecting the lien subordination or other provisions of this Agreement.

     Section 3. Enforcement.

     3.1 Exercise of Remedies.

     (a) (i) So long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, none of the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party will (and each such Person hereby waives any right to) (A) exercise or seek to exercise any rights or remedies (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent or any such Second Priority Secured Party is a party and including the exercise of any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or any other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts) with respect to any Collateral, (B) institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, any exercise of any right under any control agreement in respect of a deposit account, securities account, security entitlement or other investment property constituting Collateral (including, without limitation, any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts), or any bailee’s letter or similar agreement or arrangement to which the

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Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party is a party, (C) exercise any other rights or remedies relating to the Collateral under the Second Priority Documents or otherwise, (D) contest, protest or object to any foreclosure proceeding or other action brought by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party or (E) object to the forbearance by the First Priority Collateral Agent, the First Priority Administrative Agent or any First Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any right or remedy relating to the Collateral; and (ii) so long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the First Priority Collateral Agent, the First Priority Administrative Agent and the other First Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including the exercise of any right of setoff, any right to credit bid or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Collateral Agent or any other Second Priority Secured Party is a party and including the exercise of any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or any other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts), refrain from enforcing or exercising remedies, make determinations in connection with any enforcement of rights and remedies regarding release or disposition of, or restrictions with respect to, the Collateral, and otherwise enforce the rights and remedies of a secured creditor under the UCC and the bankruptcy laws of any applicable jurisdiction without the consent of or any consultation with the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party; provided that with respect to clauses (i) and (ii) above, (1) in any Insolvency Proceeding commenced by or against any Obligor, any Second Priority Secured Party may file a claim or statement of interest with respect to the Second Priority Claims, (2) the Second Priority Collateral Agent may take any action not adverse to the Liens on the Collateral securing the First Priority Claims or the rights of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party to exercise remedies in respect thereof in order to establish, preserve, or perfect its rights in the Collateral, (3) any Second Priority Secured Party shall be entitled to (u) file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the Second Priority Claims, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under the Bankruptcy Code (including exercising the right, if any, to file an involuntary petition against any Obligor), any similar law or any applicable non-bankruptcy law, in each case to the extent not inconsistent with the other terms of this Agreement (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor, and, specifically, that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise), of any kind or nature, in respect of any Use of Cash Collateral, DIP Financing or sale of any assets of an Obligor, in each case to which holders of a majority of First Priority Claims have consented), (w) exercise any rights and remedies as an unsecured creditor against the Borrower or any other Obligor in

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accordance with the Second Priority Documents and applicable law, in each case to the extent not inconsistent with the other terms of this Agreement (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor) and excluding the filing of pleadings, objections, motions or agreements covered by the preceding clause (v) , (x) bid (but only for cash, and not by way of credit bid or otherwise) for or purchase (but only for cash, and not by way of credit bid or otherwise) Collateral at any private or judicial foreclosure upon such Collateral initiated by any secured party in respect thereof, (y) file any notice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in accordance with Section 6.7 of this Agreement and (z) file any proof of claim and other filings, appear and be heard on any matter in connection therewith and make any arguments and motions that are, in each case, not inconsistent with the other terms of this Agreement, with respect to the Second Priority Claims and the Collateral (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor) and excluding the filing of pleadings, objections, motions or agreements covered by the preceding clause (v), and (4) nothing herein shall be construed to limit or impair in any way the right of any Second Priority Secured Party to receive any remaining Collateral and proceeds of Collateral after the Discharge of First Priority Claims has occurred. In exercising rights and remedies with respect to the Collateral, the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party may enforce the provisions of the First Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion except that, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured Parties may enforce the provisions of the Second Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the First Priority Collateral Agent, the First Priority Administrative Agent and the other First Priority Secured Parties (or, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and the other Second Priority Secured Parties) to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction.

     (b) (i) Until the Discharge of First Priority Claims has occurred, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it will not, in connection with the exercise of any right or remedy (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party is a party) with respect to any Collateral (but instead shall be deemed to have hereby irrevocably, absolutely, and

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unconditionally waived until after the Discharge of First Priority Claims any right to) take or receive any Collateral or any proceeds of Collateral.

     (ii) Without limiting the generality of the foregoing clause (i), unless and until the Discharge of First Priority Claims has occurred, except as expressly provided in the proviso in clause (a) of Section 3.1, the sole right of the Second Priority Administrative Agent, the Second Priority Collateral Agent and the other Second Priority Secured Parties as secured parties with respect to the Collateral is to hold a perfected Lien on the Collateral pursuant to the Second Priority Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Priority Claims has occurred.

     (c) Each of the Obligors agrees that it will not, and will not permit any of its Subsidiaries to, in connection with the exercise of any right or remedy with respect to any Collateral by the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party, transfer, deliver or pay, as applicable, to the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party, any Collateral or any proceeds of Collateral unless and until the Discharge of First Priority Claims has occurred.

     (d) (i) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that the Second Priority Secured Parties will not (and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to) take any action (other than as provided in Section 3.1(a)) that would hinder or cause to delay any exercise of remedies undertaken by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party under the First Priority Documents as secured parties in respect of any Collateral, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise.

     (ii) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably, absolutely and unconditionally waives any and all rights it or the Second Priority Secured Parties may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the manner (including by judicial foreclosure, non-judicial foreclosure, strict foreclosure or otherwise) in which the First Priority Collateral Agent, the First Priority Administrative Agent or the other holders of First Priority Claims seek to enforce the Liens granted in any of the Collateral except that there shall be no waiver of the obligation, if any, of the First Priority Collateral Agent or the First Priority Administrative Agent to dispose of the Collateral in a “commercially reasonable” manner within the meaning of any applicable UCC.

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     (e) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Priority Collateral Documents or any other Second Priority Document (other than this Agreement) is intended to restrict in any way the rights and remedies of the First Priority Collateral Agent, the First Priority Administrative Agent or the First Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the First Priority Documents.

     3.2 Cooperation. Subject to the proviso in Section 3.1(a), each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that, unless and until the Discharge of First Priority Claims has occurred, it will not, and shall be deemed to have waived any right to, commence, or join with any Person in commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it under any Second Priority Document.

     3.3 Notices of Default. Each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent will provide such information as it may have to the others as the others may from time to time reasonably request concerning the status of the exercise of any enforcement action against the Collateral, and each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent shall be available on a reasonable basis during normal business hours to review with each other alternatives available in exercising such rights; provided that the failure of any of them to do any of the foregoing shall not affect the relative priorities of the First Priority Liens or the Second Priority Liens as provided herein or the validity or effectiveness of any notice or demand as against any Obligor. The Obligors hereby consent and agree to each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent providing any such information to the other and to such actions by any of them and waives any right or claim against any of them arising as a result of such information or actions.

     Section 4. Payments.

     4.1 Application of Proceeds.

     (a) As long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority Administrative Agent for application against the First Priority Claims in such order as the First Priority Administrative Agent may determine in its sole discretion and in accordance with the First Priority Documents until the Discharge of First Priority Claims has occurred. Upon the Discharge of First Priority Claims, (i) the First Priority Administrative Agent shall promptly

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deliver to the First Priority Collateral Agent (with copies to the Second Priority Collateral Agent and the Second Priority Administrative Agent) a written notice stating that the Discharge of First Priority Claims has occurred and (ii) promptly following receipt of such notice in clause (i), the First Priority Collateral Agent or First Priority Administrative Agent, as applicable, shall deliver at the joint and several cost of the Obligors, to the Second Priority Collateral Agent for distribution to the Second Priority Administrative Agent for the benefit of the Second Priority Secured Parties any proceeds of Collateral held by it in the same form as received, with any necessary endorsement or as a court of competent jurisdiction may otherwise direct.

     (b) Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second Priority Collateral Agent to the Second Priority Administrative Agent for application against the Second Priority Claims in such order as is specified in the Second Priority Documents until the Discharge of Second Priority Claims has occurred.

     4.2 Payments Over. Except as expressly provided in Section 6.8, so long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement or any distribution received on account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization) shall, be segregated and held in trust and forthwith paid over to the First Priority Collateral Agent for the benefit of the First Priority Secured Parties in the same form as received, with any necessary endorsement, or as a court of competent jurisdiction may otherwise direct. The First Priority Collateral Agent is hereby authorized to make any such endorsement as agent for the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Priority Claims has occurred. For the avoidance of doubt, the Second Priority Claims shall not be reduced or satisfied by any amounts or distributions required to be paid over to the First Priority Administrative Agent pursuant hereto.

     Section 5. Other Agreements.

     5.1 Releases.

     (a) If, in connection with (i) the exercise of any remedies by the First Priority Collateral Agent or any other First Priority Secured Party in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such

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Collateral or (ii) any sale, lease, exchange, transfer or other disposition of any Collateral (other than to another Obligor) permitted under the terms of the First Priority Documents and the Second Priority Documents (in each case, as in effect on the date hereof), the First Priority Collateral Agent, on behalf of itself and the other First Priority Secured Parties, releases any of its Liens on any part of the Collateral, the Lien of the Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties on such Collateral (but not on any proceeds of such Collateral not required to be paid to the First Priority Secured Parties for application to the First Priority Claims) shall be automatically and unconditionally released with no further consent or action of any Person, and each of the Second Priority Collateral Agent the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall promptly execute and deliver, at the joint and several expense of the Obligors, to the First Priority Collateral Agent and the First Priority Administrative Agent and the Obligors such termination statements, releases and other documents as the First Priority Collateral Agent, the First Priority Administrative Agent and the Obligors (in the case of the Obligors, to the extent permitted by the First Priority Documents) may reasonably request to effectively confirm such release at the joint and several expense of the Obligors.

     (b) Until the Discharge of First Priority Claims occurs, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably constitutes and appoints the First Priority Collateral Agent and any officer or agent of the First Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Person or in the First Priority Collateral Agent’s own name, from time to time in the First Priority Collateral Agent’s discretion (as directed by the First Priority Administrative Agent in writing), for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all releases, documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or release.

     5.2 Insurance.

     (a) Unless and until the Discharge of First Priority Claims has occurred, the First Priority Collateral Agent, the First Priority Administrative Agent and the other holders of First Priority Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the First Priority Documents, to adjust settlement for any award under any insurance policy relating to an insured loss in respect of Collateral and to approve any award granted in any condemnation or similar proceeding affecting the Collateral. Following the Discharge of First Priority Claims and until such time that the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and the other holders of Second Priority Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the Second Priority Documents, to adjust settlement for any award under any insurance policy relating to an insured loss relating to the Collateral and to approve any award granted in any condemnation or similar proceeding affecting the Collateral.

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     (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of any such insurance policy and any such award if in respect to the Collateral shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority Administrative Agent for benefit of the First Priority Secured Parties to the extent required under the First Priority Credit Agreement and pursuant to the terms of the First Priority Documents; and thereafter, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, and after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second Priority Collateral Agent to the Second Priority Administrative Agent for the benefit of the Second Priority Secured Parties to the extent required under the applicable Second Priority Documents; and finally, to the owner of the subject property or as a court of competent jurisdiction may otherwise direct.

     (c) Unless the Discharge of First Priority Claims has occurred, if the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment thereunder in contravention of this Agreement, it shall pay such proceeds, award or payment over to the First Priority Collateral Agent in accordance with Section 4.2.

     5.3 Amendments to Second Priority Documents, etc.

     (a) Unless and until the Discharge of First Priority Claims has occurred, without the prior written consent of the First Priority Administrative Agent (and the First Priority Collateral Agent, to the extent an amendment, supplement or modification would affect its respective rights, protections or obligations), no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be inconsistent with any of the terms of this Agreement or the First Priority Documents.

     (b) Each of the Second Priority Administrative Agent and the Second Priority Collateral Agent agrees that each Second Priority Collateral Document granting a Lien on any Collateral shall include the following language (or similar language satisfactory to the First Priority Administrative Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intercreditor Agreement”), among UBS AG, Stamford Branch, in its capacity as First Priority Collateral Agent, UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent, Wells Fargo Bank, National Association, in its capacity as Second Priority

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Collateral Agent, Wells Fargo Bank, National Association, in its capacity as Second Priority Administrative Agent, and the other parties thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

     (c) Unless and until the Discharge of First Priority Claims has occurred, in the event the First Priority Collateral Agent or the First Priority Administrative Agent enters into any amendment, waiver or consent in respect of any First Priority Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departure from any provision of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties or the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Collateral Document without the consent of the Second Priority Collateral Agent, the Second Priority Administrative Agent or the Second Priority Secured Parties and without any action by any of them or any Obligor; provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of the Second Priority Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1 and provided there is a corresponding release of the Lien securing the First Priority Claims, (B) imposing duties or adding liabilities on the Second Priority Collateral Agent or any other Second Priority Secured Party without its consent or (C) permitting other Liens on the Collateral which are prohibited under the terms of the Second Priority Documents or Section 6, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Collateral Agent or any other Second Priority Secured Party (and not the First Priority Secured Parties in a like or similar manner) shall not apply to the Second Priority Collateral Documents without the consent of the Second Priority Collateral Agent (acting at the written direction of the Second Priority Administrative Agent (itself acting at the written direction of the requisite Second Priority Secured Parties in accordance with the Second Priority Credit Agreement)), and (iii) notice of such amendment, waiver or consent shall have been given by the First Priority Administrative Agent to the Second Priority Collateral Agent (unless it is the same Person as the First Priority Collateral Agent), within 10 Business Days after the effective date thereof; provided, further, that (x) nothing contained in this clause (c) shall impair the rights of the First Priority Collateral Agent, the First Priority Administrative Agent and the holders of First Priority Claims, or the obligations and agreements of the Second Priority Collateral Agent and the other Second Priority Secured Parties, under Sections 3 and 5.1 and (y) the First Priority Collateral Documents and the Second Priority Collateral Documents may, without the consent of any Second Priority Secured Party, be amended or modified pursuant to this Section 5.3(c) to secure additional extensions of credit and add additional secured creditors as long as such amendments or modifications do not violate the express provisions of any Second Priority Document.

     (d) The First Priority Documents may be amended, supplemented or otherwise modified in accordance with their terms and the First Priority Credit Agreement may be refinanced, in each case, without notice to, or the consent of, the Second Priority Collateral Agent or the other Second Priority Secured Parties, and in each case subject to the terms hereof, all without affecting the lien subordination or other provisions of this Agreement.

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     (e) Without the written consent of the First Priority Administrative Agent, none of the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party will be entitled to agree (and none of them will agree) to any amendment to, or modification of, or consent to any waiver of departure from, the Second Priority Documents, whether in a refinancing or otherwise, that is prohibited by or in contravention of the First Priority Documents as in effect on the date hereof or this Agreement.

     (f) Unless and until the Discharge of First Priority Claims has occurred, the Second Priority Secured Parties shall not consent to the release of any Second Priority Lien on any Collateral without the written consent of the First Priority Administrative Agent, except for releases in connection with the Discharge of Second Priority Claims (or a refinancing thereof) to the extent permitted under the First Priority Credit Agreement or with respect to such Collateral for which the First Priority Lien is also released.

     5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Obligors in accordance with the terms of the Second Priority Documents and applicable law only to the extent set forth in the proviso of Section 3.1(a) hereof. Nothing in this Agreement shall prohibit the receipt by any Second Priority Secured Party of any payment of interest and principal on the Second Priority Claims, together with any reimbursable fees and expenses and other amounts due in respect thereof, so long as such receipt is not (a) the direct or indirect result of the exercise by any Second Priority Secured Party of rights and remedies as a secured creditor in respect of the Second Priority Claims or enforcement of any Second Priority Lien, in either case in contravention of this Agreement, or (b) a distribution in any Insolvency Proceeding on account of or otherwise by virtue of any Second Priority Lien (including any distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization), other than as permitted by Section 6.8 hereof. In the event that any Second Priority Secured Party becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of the Second Priority Claims, such judgment lien shall be subject to the terms of this Agreement (including in relation to the First Priority Liens and the First Priority Claims and including in relation to the Second Priority Liens and Second Priority Claims) to the same extent as the other Liens securing the Second Priority Claims (created pursuant to the Second Priority Collateral Documents) are subject to the terms of this Agreement. Nothing in this Agreement modifies any right or remedy the holders of First Priority Claims or, after the Discharge of First Priority Claims has occurred, the holders of Second Priority Claims may have with respect to the Collateral.

     5.5 Bailee and Agent for Perfection. The First Priority Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession over Collateral pursuant to any of the First Priority Collateral Documents (any such Collateral, as updated from time to time in accordance with the relevant Collateral Document, the “Bailment Collateral”), such possession or control is also held as a bailee and agent for perfection for, on behalf of and for the benefit of, the Second Priority Collateral Agent (as collateral agent for the Second Priority Secured Parties), such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC, and in each case solely to the extent required to perfect and

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enforce their security interests in such Bailment Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Collateral Agent, the First Priority Administrative Agent or any First Priority Secured Party (or any third party acting on their behalf) with respect to such Bailment Collateral or provide the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party with any rights with respect to such Bailment Collateral beyond those specified in this Agreement or the Second Priority Collateral Documents (it being understood that the First Priority Collateral Agent’s duty under this Section 5.5 shall be limited solely to holding any such Collateral as bailee and agent for perfection); provided that promptly following the Discharge of First Priority Claims, the First Priority Collateral Agent (upon the written direction of the First Priority Administrative Agent) shall deliver to the Second Priority Collateral Agent, at the Obligors’ joint and several cost and expense, such Bailment Collateral in its possession together with any necessary endorsements or direct and deliver such Collateral as a court of competent jurisdiction may otherwise direct.

     Section 6. Insolvency Proceedings.

     6.1 Finance and Sale Issues.

     (a) Until the Discharge of First Priority Claims has occurred, if any Obligor shall be subject to any Insolvency Proceeding and the First Priority Administrative Agent shall desire to permit the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) under Section 363 of the Bankruptcy Code (“Use of Cash Collateral”) or to permit an Obligor to obtain financing, whether from the First Priority Secured Parties, any other Person, or any combination thereof, under Section 364 of the Bankruptcy Code (“DIP Financing”), then each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that (i) it shall not be entitled to raise (and will not raise), but instead shall be deemed to have otherwise irrevocably, absolutely, and unconditionally waived any right to raise, any objection to such Use of Cash Collateral or DIP Financing (and instead will be deemed to have consented to such Use of Cash Collateral or DIP Financing), (ii) it shall not be entitled to request (and will not request) adequate protection or any other relief in connection therewith (except as expressly agreed by the First Priority Administrative Agent or to the extent permitted by Section 6.2), and (iii) to the extent the First Priority Liens are junior in priority to or pari passu with Liens granted in connection with such Use of Cash Collateral or such DIP Financing (including adequate protection Liens), the Second Priority Liens in the Collateral shall be maintained as junior in priority to the First Priority Liens as contemplated hereunder and to such Liens granted in connection with such Use of Cash Collateral or such DIP Financing on the same basis as the Second Priority Liens are junior in priority to First Priority Liens under this Agreement. Without limiting the other provisions of this Agreement, nothing in this Section 6.1(a) is intended to limit the ability of the First Priority Secured Parties or the Second Priority Secured Parties to participate in, support, or object to any Use of Cash Collateral or DIP Financing that does not involve the Collateral. Each of the Lenders (as defined in the Second Priority Credit Agreement) agrees that none of them shall offer to provide, administer or syndicate any DIP Financing to any Obligor unless (i) the

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application of the proceeds of such DIP Financing would result in the Discharge of the First Priority Claims or (ii) consented to by the First Priority Administrative Agent.

     (b) Until the Discharge of First Priority Claims has occurred, the Second Priority Secured Parties, in any Insolvency Proceeding, shall not be entitled to oppose (and shall not oppose) (1) any sale or disposition of any assets of any of the Obligors, or (2) any procedure governing sale or disposition of any assets of any of the Obligors, in each case that is supported by the First Priority Administrative Agent, and the Second Priority Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in each case any motion in support hereof), supported by such First Priority Secured Parties and to have released (and to have consented to the release of) their Liens in such assets so long as and to the extent that (i) the First Priority Secured Parties shall have likewise released their Liens and (ii) the First Priority Liens and the Second Priority Liens shall attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein. For the avoidance of doubt, and without limitation of the generality of the foregoing, in any Insolvency Proceeding, the Second Priority Secured Parties irrevocably waive any right to object to any sale, or any procedure for sale, or any motion for sale or for bid procedures regarding the sale, of any Collateral under Section 363 of the Bankruptcy Code on the grounds of inadequate time for marketing of such asset, inopportune time for sale of such asset (based on market conditions or otherwise), inadequate purchase price/value to be received for such asset, or any expense reimbursement, break-up fee or other condition or covenant contained in any stalking horse bid for such asset.

     6.2 Adequate Protection. If and only if directed to do so by Second Priority Secured Parties holding at least a majority of the principal amount of the Second Priority Claims, the Second Priority Administrative Agent or the Second Priority Collateral Agent, on behalf of itself and the Second Priority Secured Parties, may seek or request adequate protection in the form of a Lien on any additional collateral as to which the First Priority Secured Parties have received adequate protection in the form of a Lien (including by way of objecting to any DIP Financing that does not provide for such Lien), which Lien will be junior in priority to the First Priority Liens (including any adequate protection Lien in favor of the First Priority Secured Parties) and any Lien securing such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are junior in priority to the First Priority Liens under this Agreement and subject in all respects to the release obligations set forth in this Agreement, including in Section 5.1 and Section 6.1 hereof. If the Second Priority Secured Parties are granted post-petition interest and/or adequate protection payments in an Insolvency Proceeding (“Junior Priority Bankruptcy Payments”), such amounts shall be deemed Collateral, shall be turned over to the First Priority Collateral Agent in accordance with Section 4.2 hereof (or, following the Discharge of First Priority Claims and prior to the Discharge of Second Priority Claims, to the Second Priority Collateral Agent) and shall be applied according to the terms thereof (regardless of whether or not any order of a bankruptcy court authorizing and/or directing any Junior Priority Bankruptcy Payments shall expressly provide for such direct payment to the First Priority Collateral Agent or the Second Priority Collateral Agent, as applicable).

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     6.3 No Waiver. Subject to Section 3.1(a), nothing contained herein shall prohibit or in any way limit the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party, including the seeking by any Second Priority Secured Party of adequate protection or the asserting by any Second Priority Secured Party of any of its rights and remedies under the Second Priority Documents or otherwise. Subject to Section 3.1(a), following the Discharge of First Priority Claims, nothing contained herein shall prohibit or in any way limit the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party from objecting in any Insolvency Proceeding.

     6.4 Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the First Priority Claims previously made shall be rescinded for any reason whatsoever (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law) (a “Recovery”), then the First Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. If any Second Priority Secured Party is required in any Insolvency Proceeding or otherwise to turn over any Recovery, then the Second Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

     6.5 Post-Petition Interest. No Second Priority Secured Party shall oppose or seek to challenge any claim by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party for allowance or payment in any Insolvency Proceeding of the First Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of any First Priority Lien on the Collateral, without regard to the existence of the Second Priority Liens on the Collateral, such value to be determined without regard to the existence of the Second Priority Liens on the Collateral.

     6.6 Separate Grants of Security and Separate Classification. Each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, acknowledge and agree that:

     (a) the grants of Liens pursuant to the First Priority Collateral Documents and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens; and

     (b) because of, among other things, their differing rights in the Collateral, the First Priority Claims and the Second Priority Claims are fundamentally different from one another and

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must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, contrary to the intention of the parties, the claims of the First Priority Secured Parties and/or the Second Priority Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of first priority and second priority secured claims), then (i) each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of first priority and second priority secured claims against the Obligors in respect of the Collateral and (ii) the First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Priority Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the First Priority Collateral Agent’s and the First Priority Administrative Agent’s respective attorneys, financial consultants, and other agents) before any distribution is made in respect of or by virtue of the Second Priority Liens, with each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the First Priority Collateral Agent amounts otherwise received or receivable by them in respect of or by virtue of the Second Priority Liens to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties.

     6.7 Voting for Plan of Reorganization. The First Priority Secured Parties and the Second Priority Secured Parties, in each case in such capacity, shall be entitled to vote to accept or reject any Plan of Reorganization in connection with any Insolvency Proceeding so long as such Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to reject any such Plan of Reorganization that is a Non-Conforming Plan of Reorganization; provided that each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of the Second Priority Secured Parties, in such capacity, shall be entitled to take any action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a Plan of Reorganization to which the requisite holders of First Priority Claims have consented on the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Second Priority Secured Party, in such capacity, shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and the First Priority Administrative Agent shall be entitled (and hereby authorized by the Second Priority Secured Parties) to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any such Non-Conforming Plan of Reorganization withdrawn.

     6.8 X Clause. Notwithstanding Section 4.2 hereof or any other provision of this Agreement, regardless of whether a Discharge of First Priority Claims shall occur in connection

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with a confirmed Plan of Reorganization, the Second Priority Secured Parties shall be permitted to receive or retain any debt or equity securities or other obligations of the Obligors to be distributed to them under any such confirmed Plan of Reorganization on account of or otherwise by virtue of the Second Priority Liens on the Collateral (collectively, a “Plan Distribution”), so long as (i) any lien granted on the Collateral (or any other assets of an Obligor) to secure such Plan Distributions shall be junior in priority to any liens granted to secure any Plan Distribution to the First Priority Secured Parties under any such Plan of Reorganization on account of the First Priority Liens to the same extent as the Second Priority Liens are junior in priority to the First Priority Liens on the Collateral hereunder and such liens shall otherwise be subject to the terms and conditions of this Agreement (or an analogous agreement), and (ii) any Plan Distribution received by a Second Priority Secured Party shall not be entitled to receive cash interest (but may accrue interest or contain pay-in-kind interest), any Plan Distribution may not be subject to amortization, redemption or other principal or preference paydown, in each case prior to the Discharge of First Priority Claims (including by way of full payment of any Plan Distribution received by the First Priority Secured Parties); provided, however, that, absent a Discharge of the First Priority Claims, any Plan Distribution received by a Second Priority Secured Party under a Plan of Reorganization which the class of First Priority Claims has voted to reject (and which was implemented despite such rejection), or which does not satisfy the criteria set forth in clauses (i) and (ii) above, shall be turned over to the First Priority Administrative Agent in accordance with Section 4.2.

     6.9 Determination of Distributions on Account of Lien on Collateral. For the purposes of this Agreement, including for the purposes of Sections 4.2, 5.4, and 6.8 hereof, there shall be a presumption that any distribution to or for the benefit of the Second Priority Secured Parties under any Plan of Reorganization for any Obligor shall be on account of or by virtue of the Second Priority Liens on the Collateral. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall have the burden of rebutting that presumption, and of proving the portion (if any) of any distribution under any Plan of Reorganization to, or for the benefit of, the Second Priority Secured Parties that does not consist of proceeds of (or is not otherwise on account of or by virtue of) such Lien on the Collateral, in each case by clear and convincing evidence.

     6.10 Plan of Reorganization. Neither the Second Priority Administrative Agent nor any other Second Priority Secured Party will sponsor, fund or otherwise facilitate, or support or vote in favor of in an Insolvency Proceeding, any Plan of Reorganization that does not contemplate the payment in full, in cash of the First Priority Claims upon the effective date of such Plan of Reorganization unless the First Lien Administrative Agent shall have otherwise consented. Neither the Second Priority Administrative Agent nor any other Second Priority Secured Party will raise or support any objection to any Plan of Reorganization on the basis that the rate of interest payable on any Plan Distribution to the First Priority Secured Parties is excessive or over-compensatory.

     6.11 Turnover Provisions. If, in connection with an Insolvency Proceeding, a First Lien Deficiency Claim exists and any Second Priority Secured Party receives a distribution (whether in cash or in-kind) solely on account of its Second Lien Deficiency Claim out of property not constituting Collateral or otherwise not subject to Section 4.2, Section 6.2 or Section 6.8 of the Intercreditor Agreement (such amount, the “Turnover Proceeds”), then such

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Second Priority Secured Party’s interest in such Turnover Proceeds shall be subject and subordinate to the First Lien Deficiency Claim until such First Lien Deficiency Claim shall have been paid in full, and, subject to the immediately following proviso, such Second Priority Secured Party shall segregate and hold in trust such Turnover Proceeds for the benefit of the First Priority Secured Parties and shall forthwith pay over such Turnover Proceeds in the form received to the First Priority Administrative Agent for application to the First Lien Deficiency Claim until the First Lien Deficiency Claim shall have been paid in full; provided that, to the extent, and only to the extent, required by the last paragraph of Section 4.09 of the Senior Note Documents, each Second Priority Secured Party hereby agrees that (i) its Second Lien Deficiency Claim shall be subject and subordinate to the Senior Note Obligations to the extent and in the same manner as its Second Lien Deficiency Claim is subject and subordinate to the First Lien Deficiency Claim under this paragraph, (ii) it shall, subject to the preceding provisions of this paragraph, segregate and hold in trust Turnover Proceeds for the benefit of the holders of the Senior Note Obligations and (iii) it shall, subject to the preceding provisions of this paragraph, forthwith pay over Turnover Proceeds in the form received to the trustee(s) under the Senior Note Documents. The First Lien Secured Parties and the Second Lien Secured Parties agree that the foregoing shall not be deemed to restrict the Second Priority Secured Parties from acquiring or repaying and discharging in full (other than out of Turnover Proceeds) the First Lien Deficiency Claim. For the avoidance of doubt, nothing in this paragraph shall otherwise impact the rights of the First Priority Secured Parties or the Second Priority Secured Parties to the Collateral, the proceeds of Collateral or any property or distribution contemplated by Section 4.2, Section 6.2 or Section 6.8 above.

     Section 7. Reliance; Waivers; etc.

     7.1 Reliance. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges that the Second Priority Secured Parties have, independently and without reliance on the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Credit Agreement, any other applicable Second Priority Document, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decisions in taking or not taking any action under the Second Priority Credit Agreement, any such other Second Priority Document or this Agreement.

     7.2 No Warranties or Liability. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges and agrees that each of the First Priority Collateral Agent, the First Priority Administrative Agent and the other holders of First Priority Claims have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Documents or the ownership of any Collateral or the perfection or priority of any Lien thereon. The holders of First Priority Claims will be entitled to manage and supervise their respective loans and extensions of credit to the Obligors in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the holders of First Priority Claims may manage

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their loans and extensions of credit without regard to any right or interest that any Second Priority Secured Party may have in the Collateral or otherwise, except as otherwise provided in this Agreement. None of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to any Second Priority Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreement with any Obligor (including the Second Priority Documents), regardless of any knowledge thereof which they may have or be charged with.

     7.3 No Waiver of Lien Priorities.

     (a) To the fullest extent permitted under applicable law, no right of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties or any of them to enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any First Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or any of the First Priority Documents or the Second Priority Documents, regardless of any knowledge thereof which the First Priority Collateral Agent, the First Priority Administrative Agent or the other First Priority Secured Parties, or any of them, may have or be otherwise charged with. To the fullest extent permitted under applicable law, no right of the Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second Priority Secured Parties or any of them to enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any Second Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or any of the Second Priority Documents, regardless of any knowledge thereof which the Second Priority Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured Parties, or any of them, may have or be otherwise charged with.

     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Obligors under the First Priority Documents), the First Priority Secured Parties and any of them may, to the fullest extent permitted under applicable law, at any time and from time to time, without the consent of, or notice to, any Second Priority Secured Party, without incurring any liability to any Second Priority Secured Party and without impairing or releasing the lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Second Priority Secured Party is affected, impaired or extinguished thereby), do any one or more of the following:

     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters of credit for account of any Obligor or otherwise extend credit to any Obligor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing;

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     (ii) change the manner, place or terms of payment or change or extend the time of payment of, or renew, exchange, amend, increase or alter, the terms of any of the First Priority Claims or any First Priority Lien or guaranty thereof or any liability of the Obligors, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Priority Claims), without any restriction as to the amount, tenor or terms of any such increase or extension or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the holders of First Priority Claims, the First Priority Claims or any of the First Priority Documents;

     (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of any Obligor to the First Priority Secured Parties, or any liability incurred directly or indirectly in respect thereof;

     (iv) settle or compromise any First Priority Claim or any other liability of any Obligor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sum by whomsoever paid and however realized to any liability (including the First Priority Claims) in any manner or order; and

     (v) exercise or delay in or refrain from exercising any right or remedy against any Obligor or any security or any other Person, elect any remedy and otherwise deal freely with the Obligors and the Collateral and any security or any liability of any Obligor to the holders of First Priority Claims or any liability incurred directly or indirectly in respect thereof.

     (c) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, also agrees, to the fullest extent permitted under applicable law, that no First Priority Secured Party shall have any liability to any of them, and each of them, to the fullest extent permitted under applicable law, hereby waives any claim against any First Priority Secured Party, arising out of any action which such holders of First Priority Claims may take or permit or omit to take with respect to the foreclosure upon, or sale, liquidation or other disposition of, the Collateral. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to them, express or implied, fiduciary or otherwise, in respect of the maintenance or preservation of the Collateral, the First Priority Claims or otherwise.

     (d) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal,

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valuation or other similar right that may otherwise be available under applicable law or any other similar right a junior secured creditor may have under applicable law.

     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder shall remain in full force and effect irrespective of:

     (a) any lack of validity or enforceability of any First Priority Document or Second Priority Document or any setting aside or avoidance of any First Priority Lien or Second Priority Lien;

     (b) any change in the time, manner or place of payment of, or in any other terms of, any First Priority Claim or Second Priority Claim, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the First Priority Documents or the Second Priority Documents;

     (c) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of any First Priority Claim or Second Priority Claim or any guarantee thereof;

     (d) the commencement of any Insolvency Proceeding in respect of any Obligor; or

     (e) any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the First Priority Claims or Second Priority Claims or of any First Priority Secured Party or Second Priority Secured Party in respect of this Agreement.

     Section 8. Miscellaneous.

     8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the First Priority Documents and the Second Priority Documents, the provisions of this Agreement shall govern and control.

     8.2 Continuing Nature of this Agreement. This Agreement shall continue to be effective until the Discharge of First Priority Claims shall have occurred. This is a continuing agreement of lien priority. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably, absolutely, and unconditionally waives any right it may have under applicable law to revoke this Agreement or any provisions hereof.

     8.3 Amendments; Waivers. No amendment, modification or waiver of any provision of this Agreement shall be deemed to be made unless the same shall be in writing signed by the First Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority Administrative Agent and, subject to the immediately

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following sentence, each Obligor and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, no Obligor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes any amendment to such Obligor’s ability to cause additional obligations to constitute First Priority Claims or Second Priority Claims as such Obligor may designate).

     8.4 Information Concerning Financial Condition of the Obligors and their Subsidiaries.

     (a) Each of the First Priority Secured Parties and the Second Priority Secured Parties, as separate groups of secured creditors, shall be responsible for keeping themselves informed of (i) the financial condition of the Obligors and their Subsidiaries and all endorsers and/or guarantors of the First Priority Claims or the Second Priority Claims and (ii) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims.

     (b) None of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to advise the Second Priority Collateral Agent, the Second Priority Administrative Agent or any other Second Priority Secured Party of information known to it or them regarding such condition or any such circumstance or otherwise. In the event the First Priority Collateral Agent or the First Priority Administrative Agent or any other First Priority Secured Party undertakes at any time or from time to time to provide any such information to any Second Priority Secured Party, it or they shall be under no obligation (i) to provide any additional information or to provide any such information on any subsequent occasion, (ii) to undertake any investigation or (iii) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential.

     8.5 Certain Successors. Each successor First Priority Collateral Agent and Second Priority Collateral Agent shall execute and deliver a counterpart of and become a party to this Agreement (but the failure to execute such counterpart shall not diminish such Person’s obligations under this Agreement).

     8.6 Application of Payments. All payments received by the holders of First Priority Claims may be applied, reversed and reapplied, in whole or in part, to such part of the First Priority Claims as the holders of First Priority Claims, in their sole discretion, deem appropriate. Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, all payments received by the holders of Second Priority Claims may be applied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims as the holders of Second Priority Claims, in their sole discretion, deem appropriate.

     8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured

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Parties, hereby irrevocably, absolutely, and unconditionally waives any and all rights or powers any Second Priority Secured Party may have at any time under applicable law or otherwise to have the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the First Priority Liens or the Second Priority Liens.

     8.8 No Purchase Option in Favor of Second Priority Secured Parties. Without in any manner limiting the other provisions of this Agreement (including as to the enforcement of the rights, powers and/or remedies of the First Priority Collateral Agent, the First Priority Administrative Agent or the other First Priority Secured Parties in and to the Collateral), nothing herein is intended to grant the Second Priority Secured Parties the option to purchase the aggregate amount (or any other portion) of the outstanding First Priority Claims, whether at par or at any other price or under any other terms or conditions.

     8.9 Notices. (a) All notices to the First Priority Secured Parties permitted or required under this Agreement may be sent to the First Priority Administrative Agent (with a copy to the First Priority Collateral Agent). All notices to the Second Priority Secured Parties permitted or required under this Agreement may be sent to the Second Priority Administrative Agent (with a copy to the Second Priority Collateral Agent). All notices to the Obligors permitted or required under this Agreement may be sent to the Borrower. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission or other electronic means). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

     8.10 Further Assurances. Each of the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, and each Obligor, agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as any other party may reasonably request to effect the terms of this Agreement (including, in the case of the First Priority Administrative Agent and the Second Priority Administrative Agent, to direct the First Priority Collateral Agent and the Second Priority Collateral Agent to do the same). Each of Holdings and the Borrower shall cause each of its Subsidiaries that becomes an Obligor to execute and deliver a counterpart of and become a party to this Agreement.

     8.11 Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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     8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties (including to the benefit of any successors to the First Priority Secured Parties by virtue of any refinancing), the Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second Priority Secured Parties (including to the benefit of any successors to the Second Priority Secured Parties by virtue of any refinancing), and their respective successors and assigns. No other Person shall have or be entitled to assert rights or benefits hereunder. This Agreement shall be binding upon the Obligors and their successors and assigns; provided that no Obligor or any successor or assign thereof shall be entitled to enforce any provision of this Agreement (other than any provision hereof expressly preserving any right of any Obligor under any First Priority Document or Second Priority Document).

     8.13 Specific Performance. Each of the First Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority Administrative Agent may demand specific performance of this Agreement. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party (other than the defense that the obligation for which specific performance is being sought has been performed in accordance with this Agreement). Without limiting the generality of the foregoing or of the other provisions of this Agreement, in seeking specific performance in any Insolvency Proceeding, the First Priority Collateral Agent and the First Priority Administrative Agent may seek such relief as if it were the “holder” of the claims of the Second Priority Secured Parties under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the Second Priority Secured Parties.

     8.14 Section Titles; Time Periods. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

     8.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

     8.16 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

     8.17 Effectiveness. This Agreement shall become effective when executed and delivered by the parties listed below. This Agreement shall be effective both before and after the commencement of any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of

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the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. All references to any Obligor shall include any Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor (as the case may be) in any Insolvency Proceeding.

     8.18 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Priority Secured Parties and the Second Priority Secured Parties as separate groups of secured creditors. Neither the Borrower nor any other Obligor (including any Guarantor) or any other creditor thereof shall have any right hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Obligor, which are absolute and unconditional, to pay the First Priority Claims and the Second Priority Claims as and when the same shall become due and payable in accordance with their terms. Each provision hereunder applicable to the First Priority Secured Parties and the Second Priority Secured Parties shall be applicable to, and binding upon them, solely in their respective capacities as such.

     8.19 Exclusive Means of Exercising Rights under this Agreement. The First Priority Secured Parties shall be deemed to have irrevocably appointed the First Priority Administrative Agent as their exclusive agent hereunder. The Second Priority Secured Parties shall be deemed to have irrevocably appointed the Second Priority Administrative Agent as their exclusive agent hereunder. Consistent with such appointment, (a) the First Priority Secured Parties further shall be deemed to have agreed that only the First Priority Administrative Agent (and not any individual claimholder or group of claimholders) as agent for the First Priority Secured Parties, or any of the First Priority Administrative Agent’s agents (including the First Priority Collateral Agent) shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement); provided that (i) First Priority Secured Parties holding obligations in respect to obligations in respect of hedging agreements may exercise customary netting rights with respect thereto, (ii) cash collateral may be held pursuant to the terms of the First Priority Documents (including any relating to hedging agreements) and any such individual First Priority Secured Party may act against such cash collateral, and (iii) First Priority Secured Parties may exercise customary rights of setoff against depository or other accounts maintained with them; and (b) the Second Priority Secured Parties further shall be deemed to have agreed that only the Second Priority Administrative Agent (and not any individual claimholder or group of claimholders), as the agent of the Second Priority Secured Parties, or any of the Second Priority Administrative Agent’s agents (including the Second Priority Collateral Agent) shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement). Specifically, but without limiting the generality of the foregoing, each First Priority Secured Party or group of First Priority Secured Parties and each Second Priority Secured Party or group of Second Priority Secured Parties shall not be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement (including any declaratory judgment or other action to

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interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the proviso in the immediately preceding sentence.

     8.20 Right of First Priority Collateral Agent to Continue. Any Person serving as First Priority Collateral Agent shall be entitled to continue, including to continue to perform his, her or its rights, obligations and duties, as the First Priority Collateral Agent, notwithstanding whether any such Person has served or is serving as the Second Priority Collateral Agent. Without limiting the generality of the preceding sentence of this Section 8.20, any Person serving as First Priority Collateral Agent shall be entitled to continue to so serve in such capacity (including to continue to perform any of such First Priority Collateral Agent’s rights, obligations, and/or duties) even if any such Person has resigned as the Second Priority Collateral Agent, but such resignation has not become effective for any reason, including because a successor Second Priority Collateral Agent has not been appointed or has accepted such appointment, without any liability to any of the Second Priority Secured Parties by virtue of any such resignation and any of the circumstances relating in any manner whatsoever to such resignation.

     8.21 Interpretation. This Agreement is a product of negotiations among representatives of, and has been reviewed by counsel to, each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Administrative Agent and each Obligor and is the product of those Persons on behalf of themselves and the First Priority Secured Parties (in the case of the First Priority Administrative Agent) and the Second Priority Secured Parties (in the case of the Second Priority Administrative Agent). Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, any party or other Person merely by virtue of the extent of that party or other Person’s involvement, or lack of involvement, in the preparation of this Agreement and of any of its specific provisions.

     8.22 Forum Selection and Consent to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO.

     8.23 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL

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TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.23 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     8.24 Bond Conversion Offer. Notwithstanding anything to the contrary set forth herein, on and after the Consummation Date, (i) any references to the Second Priority Credit Agreement shall be replaced by the trust indenture entered into by the Borrower on the Consummation Date and (ii) this Agreement shall be automatically amended mutatis mutandis to reflect the continuation or replacement of the second priority liens of the lenders under the Second Priority Credit Agreement with the second priority liens of the trustee on behalf of the bondholders under the trust indenture entered into by the Borrower on the Consummation Date.

     8.25 No Contest. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall contest, in an Insolvency Proceeding or otherwise, the enforceability of any provision of this Agreement.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

UBS AG, STAMFORD BRANCH, as First Priority Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US
UBS AG, STAMFORD BRANCH, as First Priority Administrative Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services, US

[Additional Signature Pages Follow]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Second Priority Administrative Agent
By:	/s/ Julius R. Zamora
	Name:	Julius R. Zamora
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Second Priority Collateral Agent
By:	/s/ Julius R. Zamora
	Name:	Julius R. Zamora
	Title:	Vice President

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Obligors: TRAVELPORT LLC, as the Borrower
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Authorized Person
TRAVELPORT LIMITED, as Holdings
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Director
TDS INVESTOR (LUXEMBOURG) S.À.R.L., as TDS Intermediate Parent
By:	/s/ John Sutherland
	Name:	John Sutherland
	Title:	Manager

TRAVELPORT INC. GALILEO TECHNOLOGIES LLC GTA NORTH AMERICA, INC. OWW2, LLC TRAVEL INDUSTRIES, INC. TRAVELPORT HOLDINGS, INC. TRAVELPORT HOLDINGS, LLC TRAVELPORT INTERNATIONAL SERVICES, INC. TRAVELPORT OPERATIONS, INC. WORLDSPAN LLC WORLDSPAN BBN HOLDINGS, LLC WORLDSPAN DIGITAL HOLDINGS, LLC WORLDSPAN IJET HOLDINGS, LLC WORLDSPAN OPENTABLE HOLDINGS, LLC WORLDSPAN S.A. HOLDINGS II, L.L.C. WORLDSPAN SOUTH AMERICAN HOLDINGS LLC WORLDSPAN STOREMAKER HOLDINGS, LLC WORLDSPAN TECHNOLOGIES INC. WORLDSPAN VIATOR HOLDINGS, LLC WORLDSPAN XOL LLC WS FINANCING CORP.
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary
TRAVELPORT, LP BY: TRAVELPORT HOLDINGS, LLC, as General Partner
By:	/s/ Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title:	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner