EX-10.1





 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT 

This AMENDMENT No. 2 dated as of June 16, 2020 (this “Amendment”), to the Revolving Credit Agreement, dated as of
July 27, 2018 (as amended by that certain Amendment to Revolving Credit Agreement dated as of February 22, 2019 and as may be further amended, supplemented or otherwise modified from time to time prior to the date hereof, the
“Credit Agreement”), among MYLAN INC., a Pennsylvania corporation (the “Borrower”), MYLAN N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the
Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch chamber of commerce under number 61036137 (“Parent”), the Guarantors from time to time party thereto, each
Lender from time to time party thereto (the “Lenders”), each Issuing Bank from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”). 

W I T N E S S E T H : 

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto hereby agree as follows: 
 SECTION 1.    Defined Terms;
References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement, and each reference to “the
Credit Agreement” and each other similar reference referring to the “Credit Agreement” contained in the other Loan Documents, shall in each case, after this Amendment becomes effective pursuant to Section 6 hereof, refer to the
Credit Agreement as amended hereby (the “Amended Credit Agreement”). This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement and the other Loan Documents. 

SECTION 2.    Amendments to Credit Agreement. Subject to Section 6 hereof, the Credit Agreement
is, with effect as of the Amendment Effective Date (as defined below), hereby amended to delete the struck text (indicated textually in the same manner as the following example: struck text) and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached as Annex A hereto, except that any
Schedule, Exhibit or other attachment to the Credit Agreement not amended pursuant to the terms of this Amendment or otherwise included as part of said Annex A shall remain in effect without any amendment or other modification thereto (other
than as provided in Section 1 hereof). 
 SECTION 3.    Representations and Warranties of the Borrower and
Parent. Each of the Borrower and Parent represents and warrants that (i) as of the Amendment Effective Date (as defined below), the representations and warranties of the Borrower and Parent set forth in Article III of the Credit
Agreement (other than Sections 3.04(b) and 3.06) will be true and correct in all material respects except to the extent that such representations and warranties are expressly made as of a specific earlier date, in which case such representations and
warranties are expressly made as of any such earlier date (as if each reference therein to a “Loan Document” included a reference to this Amendment); provided that, in each case, to the extent that any representation and warranty is
qualified by materiality, such representation and warranty shall be true and correct in all respects and (ii) no Default or Event of Default shall have occurred and be continuing immediately prior to giving effect to this Amendment and no
Default or Event of Default will result from the execution, delivery and effectiveness of this Amendment. 












 SECTION 4.    Governing Law. This Amendment shall be
construed in accordance with and governed by the law of the State of New York (without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby). 

SECTION 5.    Counterparts. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission (e.g.,
“.pdf” or “.tif”) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act. 
 SECTION 6.    Effectiveness. (a) This Amendment
shall become effective as of the date set forth above on the date (the “Amendment Effective Date”) when the Agent shall have received (i) from each of the Borrower, Parent and the Required Lenders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof and (ii) the fees previously agreed with the Borrower for the Agent’s own account and for the account
of each Lender that has returned to the Agent a counterpart of this Amendment signed by such Lender. 
 (b)    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 Lenders, the Administrative Agent, any Guarantor or any other party under the
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 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. Article VIII and Section 9.03 of the Credit Agreement shall apply to the Agent’s role and responsibility in connection with this Amendment to the same
extent as the Administrative Agent under the Credit Agreement. 
 (c)    Nothing contained in this Amendment or any
other Loan Document shall constitute or be construed as a novation of any of the Obligations under the Credit Agreement and the other Loan Documents as in effect immediately prior to the Amendment Effective Date. 

(d)    Nothing herein shall be deemed to entitle the Borrower, Parent or any Guarantor 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 Credit Agreement or any other Loan Document in similar or different circumstances. 

[Signature Pages Follow] 

  
 2 













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

			
	MYLAN INC., as the Borrower
		
	By:	 	   /s/ John Miraglia

		 	Name:   John Miraglia
		 	Title:     Head of Global Treasury


  

			
	MYLAN N.V., as the Parent and Guarantor
		
	By:	 	   /s/ John Miraglia

		 	Name:   John Miraglia
		 	Title:     Head of Global Treasury



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	BANK OF AMERICA, N.A., as the Administrative Agent
		
	By:	 	   /s/ Maurice Washington

		 	Name:   Maurice Washington
		 	Title:     Vice President



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	BANK OF AMERICA, N.A., individually as a Lender, as the Swingline Lender and as the Issuing Bank
		
	By:	 	   /s/ Yinghua Zhang

		 	Name:   Yinghua Zhang
		 	Title:     Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 BNP PARIBAS

	Lender Name


 
			
		
	By:	 	   /s/ Christopher Sked

		 	Name: Christopher Sked
		 	Title: Managing Director
		
	By:	 	   /s/ Michael Pearce

		 	Name: Michael Pearce
		 	Title: Managing Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 CITIBANK, N.A.

	Lender Name


 
			
		
	By:	 	   /s/ Richard Rivera

		 	Name: Richard Rivera
		 	Title: Vice President



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 COMMERZBANK AG, NEW YORK BRANCH

	Lender Name


 
			
		
	By:	 	   /s/ Matthew Ward

		 	Name: Matthew Ward
		 	Title: Director
		
	By:	 	   /s/ Robert Sullivan

		 	Name: Robert Sullivan
		 	Title: Vice President



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 DANSKE BANK A/S

	Lender Name


 
			
		
	By:	 	   /s/ Gary Smith

		 	Name: Gary Smith
		 	Title: Director
		
	By:	 	   /s/ Jesper Larsen

		 	Name: Jesper Larsen
		 	Title: Senior Loan Manager



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 DEUTSCHE BANK AG NEW YORK BRANCH

	Lender Name


 
			
		
	By:	 	   /s/ Ming K. Chu

		 	Name: Ming K. Chu
		 	Title: Director
		
	By:	 	   /s/ Annie Chung

		 	Name: Annie Chung
		 	Title: Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 DNB CAPITAL LLC

	Lender Name


 
			
		
	By:	 	   /s/ Samantha Stone

		 	Name: Samantha Stone
		 	Title: Vice President
		
	By:	 	   /s/ Mita Zalavadia

		 	Name: Mita Zalavadia
		 	Title: Assistant Vice President



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 GOLDMAN SACHS BANK USA

	Lender Name
		
	By:	 	   /s/ Jamie Minieri

		 	Name: Jamie Minieri
		 	Title: Authorized Signatory



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 ING BANK N.V., DUBLIN BRANCH

	Lender Name


 
			
		
	By:	 	   /s/ Cormac Langford

		 	Name: Cormac Langford
		 	Title: Director
		
	By:	 	   /s/ Barry Fehily

		 	Name: Barry Fehily
		 	Title: Managing Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 JPMORGAN CHASE BANK, N.A.

	Lender Name
		
	By:	 	   /s/ Gregory T. Martin

		 	Name: Gregory T. Martin
		 	Title: Executive Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 MIZUHO BANK, LTD.

	Lender Name
		
	By:	 	   /s/ Tracy Rahn

		 	Name: Tracy Rahn
		 	Title: Executive Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 MORGAN STANLEY BANK, N.A.

	Lender Name
		
	By:	 	   /s/ Gilroy D’Souza

		 	Name: Gilroy D’Souza
		 	Title: Authorized Signatory



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 MUFG BANK, LTD.

	Lender Name
		
	By:	 	   /s/ Jack Lonker

		 	Name: Jack Lonker
		 	Title: Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 PNC BANK, NATIONAL ASSOCIATION

	Lender Name
		
	By:	 	   /s/ Kathryn Hutterer

		 	Name: Kathryn Hutterer
		 	Title: Vice President



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	LENDER SIGNATURE PAGE TO THE AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF JULY 27, 2018, AMONG MYLAN INC., AS BORROWER, MYLAN N.V., AS PARENT AND GUARANTOR, THE GUARANTORS FROM TIME TO TIME PARTY THERETO, THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
	
	 SKANDINAVISKA ENSKILDA BANKEN AB (publ)

	Lender Name
		
	By:	 	   /s/ Penny Neville-Park

		 	Name: Penny Neville-Park
		 	Title: Authorized Signatory
		
	By:	 	   /s/ Duncan Nash

		 	Name: Duncan Nash
		 	Title: Authorized Signatory



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	Goldman Sachs Bank USA, as the Issuing Bank
		
	By:	 	   /s/ Jamie Minieri

		 	Name:   Jamie Minieri
		 	Title:     Authorized Signatory



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 
			
	JPMORGAN CHASE BANK, N.A., as the Issuing Bank
		
	By:	 	   /s/ Gregory T. Martin

		 	Name:   Gregory T. Martin
		 	Title:     Executive Director



  
 [Amendment No. 2 to
Revolving Credit Agreement — Signature Page] 













 Annex A 

Amended Credit Agreement 
 (See
attached). 

  
 Annex A - 1 














Execution Version

 CONFORMED THROUGH 

AMENDMENT TO REVOLVING CREDIT AGREEMENT 

DATED AS OF FEBRUARY 22, 2019 

Published CUSIP Number: 62852KAP9 

REVOLVING CREDIT AGREEMENT 
 dated
as of 
 July 27, 2018 
 among

 MYLAN INC., 
 as Borrower 

and 
 MYLAN N.V., 

as Parent and Guarantor 
 and 

The other Guarantors party hereto 

and 
 BANK OF AMERICA, N.A., 

as Administrative Agent 
 and the
Lenders and the Issuing Banks party hereto 
  

 
 MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, 
 GOLDMAN SACHS BANK USA, 

CITIBANK, N.A., 
 DEUTSCHE BANK
SECURITIES INC., 
 DNB MARKETS, INC., 

ING BANK N.V., DUBLIN BRANCH, 

JPMORGAN CHASE BANK, N.A., 
 MIZUHO
BANK, LTD., 
 MUFG BANK, LTD., 












 and 

PNC CAPITAL MARKETS LLC 
 as Joint
Bookrunners and Joint Lead Arrangers 
 MORGAN STANLEY MUFG LOAN PARTNERS, LLC, 

BNP PARIBAS SECURITIES CORP., 

DANSKE BANK A/S, 
 SKANDINAVISKA
ENSKILDA BANKEN AB (PUBL) 
 and 

COMMERZBANK AKTIENGESELLSCHAFT 
 as Co-Managers 












 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
		
	 ARTICLE I Definitions
	  	 	1	 
			
	 SECTION 1.01
	  	Defined Terms	  	 	1	 
	 SECTION 1.02
	  	Classification of Loans and Borrowings	  	 	36	 
	 SECTION 1.03
	  	Terms Generally	  	 	36	 
	 SECTION 1.04
	  	Accounting Terms; GAAP	  	 	36	 
	 SECTION 1.05
	  	Payments on Business Days	  	 	37	 
	 SECTION 1.06
	  	[Reserved]Divisions	  	 	37	 
	 SECTION 1.07
	  	Rounding	  	 	37	 
	 SECTION 1.08
	  	Additional Alternative Currencies	  	 	38	 
	 SECTION 1.09
	  	Change of Currency	  	 	39	 
	 SECTION 1.10
	  	Times of Day	  	 	39	 
	 SECTION 1.11
	  	Letter of Credit Amounts	  	 	39	 
	 SECTION 1.12
	  	Exchange Rates; Currency Equivalents; LIBO Rate	  	 	39	 
		
	 ARTICLE II The Credits
	  	 	40	 
			
	 SECTION 2.01
	  	Commitments	  	 	40	 
	 SECTION 2.02
	  	Loans and Borrowings	  	 	40	 
	 SECTION 2.03
	  	Requests for Borrowings	  	 	41	 
	 SECTION 2.04
	  	Swingline Loans	  	 	43	 
	 SECTION 2.05
	  	Letters of Credit	  	 	46	 
	 SECTION 2.06
	  	Funding of Borrowings	  	 	55	 
	 SECTION 2.07
	  	Market Disruption; Successor LIBOR	  	 	56	 
	 SECTION 2.08
	  	Termination and Reduction of Commitments	  	 	58	 
	 SECTION 2.09
	  	Repayment of Loans; Evidence of Debt	  	 	59	 
	 SECTION 2.10
	  	Prepayment of Loans	  	 	59	 
	 SECTION 2.11
	  	Fees	  	 	60	 
	 SECTION 2.12
	  	Interest	  	 	62	 
	 SECTION 2.13
	  	Alternate Rate of Interest	  	 	62	 
	 SECTION 2.14
	  	Increased Costs	  	 	64	 
	 SECTION 2.15
	  	Break Funding Payments	  	 	65	 
	 SECTION 2.16
	  	Taxes	  	 	66	 
	 SECTION 2.17
	  	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	  	 	72	 
	 SECTION 2.18
	  	Mitigation Obligations; Replacement of Lenders	  	 	74	 
	 SECTION 2.19
	  	Expansion Option	  	 	75	 
	 SECTION 2.20
	  	Judgment Currency	  	 	76	 
	 SECTION 2.21
	  	Extended Revolving Commitments	  	 	77	 
	 SECTION 2.22
	  	Defaulting Lender	  	 	80	 


  
 -i- 














							
	 ARTICLE III Representations and
Warranties
	  	 	82	 
			
	 SECTION 3.01
	  	Organization; Powers; Subsidiaries	  	 	82	 
	 SECTION 3.02
	  	Authorization; Enforceability	  	 	82	 
	 SECTION 3.03
	  	Governmental Approvals; No Conflicts	  	 	82	 
	 SECTION 3.04
	  	Financial Statements; Financial Condition; No Material Adverse Change	  	 	83	 
	 SECTION 3.05
	  	Properties	  	 	83	 
	 SECTION 3.06
	  	Litigation and Environmental Matters	  	 	83	 
	 SECTION 3.07
	  	Compliance with Laws and Agreements	  	 	84	 
	 SECTION 3.08
	  	Investment Company Status	  	 	84	 
	 SECTION 3.09
	  	Taxes	  	 	84	 
	 SECTION 3.10
	  	Solvency	  	 	84	 
	 SECTION 3.11
	  	[Reserved]	  	 	84	 
	 SECTION 3.12
	  	Disclosure	  	 	84	 
	 SECTION 3.13
	  	Federal Reserve Regulations	  	 	84	 
	 SECTION 3.14
	  	PATRIOT Act	  	 	85	 
	 SECTION 3.15
	  	OFAC	  	 	85	 
	 SECTION 3.16
	  	Beneficial Ownership Certification	  	 	85	 
	 SECTION 3.17
	  	Representations as to Foreign Obligors	  	 	86	 
		
	 ARTICLE IV Conditions
	  	 	86	 
			
	 SECTION 4.01
	  	Initial Credit Events	  	 	86	 
	 SECTION 4.02
	  	Subsequent Credit Events	  	 	88	 
		
	 ARTICLE V Affirmative Covenants
	  	 	89	 
			
	 SECTION 5.01
	  	Financial Statements and Other Information	  	 	89	 
	 SECTION 5.02
	  	Notices of Material Events	  	 	90	 
	 SECTION 5.03
	  	Existence; Conduct of Business	  	 	90	 
	 SECTION 5.04
	  	Payment of Obligations	  	 	90	 
	 SECTION 5.05
	  	Maintenance of Properties; Insurance	  	 	91	 
	 SECTION 5.06
	  	Inspection Rights	  	 	91	 
	 SECTION 5.07
	  	Compliance with Laws	  	 	91	 
	 SECTION 5.08
	  	Use of Proceeds and Letters of Credit	  	 	91	 
	 SECTION 5.09
	  	Guarantees	  	 	91	 
		
	 ARTICLE VI Negative Covenants
	  	 	92	 
			
	 SECTION 6.01
	  	Indebtedness	  	 	92	 
	 SECTION 6.02
	  	Liens	  	 	94	 
	 SECTION 6.03
	  	Fundamental Changes	  	 	98	 
	 SECTION 6.04
	  	Restricted Payments	  	 	98	 
	 SECTION 6.05
	  	Investments	  	 	98	 
	 SECTION 6.06
	  	Transactions with Affiliates	  	 	100	 
	 SECTION 6.07
	  	Financial Covenant	  	 	101	 
	 SECTION 6.08
	  	Lines of Business	  	 	101	 


  
 -ii- 














							
	 ARTICLE VII Events of Default
	  	 	101	 
		
	 ARTICLE VIII The Administrative
Agent
	  	 	104	 
		
	 ARTICLE IX Miscellaneous
	  	 	110	 
			
	 SECTION 9.01
	  	Notices	  	 	110	 
	 SECTION 9.02
	  	Waivers; Amendments	  	 	112	 
	 SECTION 9.03
	  	Expenses; Indemnity; Damage Waiver	  	 	114	 
	 SECTION 9.04
	  	Successors and Assigns	  	 	116	 
	 SECTION 9.05
	  	Survival	  	 	122	 
	 SECTION 9.06
	  	Counterparts; Integration; Effectiveness	  	 	122	 
	 SECTION 9.07
	  	Severability	  	 	122	 
	 SECTION 9.08
	  	Right of Setoff	  	 	122	 
	 SECTION 9.09
	  	Governing Law; Jurisdiction; Consent to Service of Process	  	 	123	 
	 SECTION 9.10
	  	WAIVER OF JURY TRIAL	  	 	124	 
	 SECTION 9.11
	  	Headings	  	 	124	 
	 SECTION 9.12
	  	Confidentiality	  	 	124	 
	 SECTION 9.13
	  	USA PATRIOT Act	  	 	125	 
	 SECTION 9.14
	  	Interest Rate Limitation	  	 	125	 
	 SECTION 9.15
	  	No Fiduciary Duty	  	 	126	 
	 SECTION 9.16
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	126	 
	 SECTION 9.17
	  	Joint and Several	  	 	127	 
	 SECTION 9.18
	  	Enforcement	  	 	127	 
	 SECTION 9.19
	  	Netherlands Loan Party Representation	  	 	127	 
	 SECTION 9.20
	  	Acknowledgement and Consent to Bail-In of
EEAAffected Financial Institutions	  	 	127	 
	 SECTION 9.21
	  	Acknowledgement Regarding Any Supported QFCs	  	 	128	 
		
	 ARTICLE X Guarantee
	  	 	129	 
			
	 SECTION 10.01
	  	Guarantee	  	 	129	 
	 SECTION 10.02
	  	Right of Contribution	  	 	130	 
	 SECTION 10.03
	  	No Subrogation	  	 	130	 
	 SECTION 10.04
	  	Amendments, etc., with Respect to the Obligations	  	 	131	 
	 SECTION 10.05
	  	Guarantee Absolute and Unconditional	  	 	131	 
	 SECTION 10.06
	  	Reinstatement	  	 	132	 
	 SECTION 10.07
	  	Obligations Independent	  	 	132	 
	 SECTION 10.08
	  	Payments	  	 	132	 
	 SECTION 10.09
	  	Subordination	  	 	133	 
	 SECTION 10.10
	  	Stay of Acceleration	  	 	133	 
	 SECTION 10.11
	  	Condition of Borrower	  	 	133	 
	 SECTION 10.12
	  	Releases	  	 	133	 


  
 -iii- 














					
	SCHEDULES:	  		  	
			
	Schedule 2.01	  	–	  	Commitments
	Schedule 2.03	  	–	  	Specified Litigation
	Schedule 2.05	  	–	  	Existing Letters of Credit
	Schedule 3.01	  	–	  	Subsidiaries
	Schedule 3.04(b)	  	–	  	Material Adverse Changes
	Schedule 3.06	  	–	  	Disclosed Matters
	Schedule 3.07	  	–	  	Compliance with Laws and Agreements
	Schedule 6.01	  	–	  	Existing Indebtedness
	Schedule 6.02	  	–	  	Existing Liens
	Schedule 6.04	  	–	  	Restricted Payments
	Schedule 6.05(e)	  	–	  	Investments
	Schedule 6.06	  	–	  	Affiliate Transactions
	Schedule 9.01	  	–	  	Notices
			
	EXHIBITS:	  		  	
	Exhibit A	  	–	  	Form of Assignment and Assumption
	Exhibit B	  	–	  	Form of Revolving Note
	Exhibit C	  	–	  	Form of Borrowing Request
	Exhibit D	  	–	  	Form of Swingline Loan Notice
	Exhibit E	  	–	  	Form of Compliance Certificate
	Exhibit F	  	–	  	Form of Guarantor Joinder Agreement
	Exhibit G-1	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-2	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-3	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-4	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


  
 -iv- 













 REVOLVING CREDIT AGREEMENT 

This REVOLVING CREDIT AGREEMENT (this “Agreement”) is dated as of July 27, 2018 among MYLAN INC., a Pennsylvania
corporation (the “Borrower”), MYLAN N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam,
the Netherlands and registered with the Dutch chamber of commerce under number 61036137 (the “Parent” and a “Guarantor”), certain Affiliates and Subsidiaries of the Parent from time to time party hereto as
Guarantors, each Lender and Issuing Bank from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent. 
 The parties
hereto agree to the following: 
 ARTICLE I 

Definitions 

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

“Acquired Entity or Business” means each Person, property, business or assets acquired by the Parent or a Subsidiary, to the
extent not subsequently sold, transferred or otherwise disposed of by the Parent or such Subsidiary. 
 “Acquisition
Indebtedness” means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business. 

“Act” has the meaning assigned in Section 9.13. 

“Administrative Agent” means Bank of America, in its capacity as administrative agent for the Lenders hereunder, 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 9.01 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
 Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified; it being acknowledged and agreed that the Foundation is not an Affiliate of the Parent or any of its Subsidiaries. 

  
 1 













 “Agent Parties” has the meaning assigned in Section 9.01(c). 

“Agreement” has the meaning assigned in the preamble hereto. 

“Alternative Currencies” means (a) Euro, (b) Sterling, (c) Yen and (d) each other currency (other than
Dollars) approved in accordance with Section 1.08. 
 “Alternative Currency Equivalent” means, at any time, with
respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot
Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. 

“Applicable Foreign Obligor Documents” has the meaning assigned in Section 3.17(a). 

“Applicable Percentage” means, with respect to any Lender at any time, a percentage equal to a fraction the numerator of
which is such Lender’s Revolving Commitment at that time and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders at that time (if the Revolving Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon such Lender’s share of the aggregate Revolving Credit Exposures at that time). 

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth
below: 
  

									
	 Pricing

Level
	  	 Debt Rating
	  	Facility
Fee	  	 Applicable Margin
for
Eurocurrency Revolving Loans
and Letter of Credit Fees
	  	 Applicable Margin for
Base Rate Revolving

Loans and Swingline

Loans

	1	  	> BBB+ / BBB+ / Baa1	  	0.100%	  	0.900%	  	0.000%
	2	  	BBB / BBB / Baa2	  	0.125%	  	1.000%	  	0.000%
	3	  	BBB- / BBB- / Baa3	  	0.175%	  	1.200%	  	0.200%
	4	  	< BB+ / BB+ / Ba1	  	0.200%	  	1.425%	  	0.425%

 Initially, the Applicable Rate shall be determined based upon Pricing Level 3. Thereafter, each change in
the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the
next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. 

  
 2 













 “Applicable Time” means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant
date in accordance with normal banking procedures in the place of payment. 
 “Approved Bank” has the meaning assigned to
such term in the definition of “Cash Equivalents.” 
 “Approved Fund” means any Fund that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arrangers” means, collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered
broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be
transferred following the date of this Agreement), Goldman Sachs Bank USA, Citibank, N.A., Deutsche Bank Securities Inc., DNB Markets, Inc., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Capital
Markets LLC, Morgan Stanley MUFG Loan Partners, LLC, acting through MUFG Bank, Ltd. and Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp., Danske Bank A/S, Skandinaviska Enskilda Banken AB (publ) and Commerzbank Aktiengesellschaft.

 “Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with
the consent of any party whose consent is required by Section 9.04 of this Agreement), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic documentation generated by use of an
electronic platform) approved by the Administrative Agent. 
 “Attributable Receivables Indebtedness” at any time means the
principal amount of Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending agreement, would constitute the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is
structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement. 

“Augmenting Lender” has the meaning assigned to such term in Section 2.19(a). 

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.05(b)(iii). 

“Availability Period” means the period from and including the Closing Date to but excluding the earlier of (a) (i) with
respect to Revolving Commitments made pursuant to Section 2.01, the initial Revolving Credit Maturity Date, (ii) with respect to any Revolving Extension Series, the applicable Revolving Credit Maturity Date and (iii) with respect to any
Swingline 

  
 3 













 
Loans, the initial Revolving Credit Maturity Date or, to the extent the Commitment of the Swingline Lender has been extended pursuant to a Revolving Extension Series, the Latest Maturity Date and
(b) with respect to any Class of Revolving Commitments or the commitment of the Swingline Lender to make Swingline Loans, the date such Class of Revolving Commitments or such commitment to make Swingline Loans, as the case may be, is
terminated in accordance with the provisions of this Agreement. 
 “Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an
EEAAffected
 Financial Institution. 
 “Bail-In
Legislation” means, (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,
Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Bank of America” means Bank of America, N.A. and its permitted successors and assigns. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the LIBO Rate in effect on such day plus 1.00%,
provided that if Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs
and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public announcement of such change. “Base Rate,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Base Rate. 
 “Beneficial Ownership Certification” means a
certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230. 
 “Benefit Plan” means any of (a) an “employee benefit
plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and
subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of
the Code) the assets of any such “employee benefit plan” or “plan”. 

  
 4 













 “Board” means the Board of Governors of the Federal Reserve System of the
United States of America. 
 “Borrower” has the meaning assigned in the preamble hereto. 

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case
of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan. 
 “Borrowing
Minimum” means, with respect to Eurocurrency Loans denominated in (i) Dollars, $5,000,000, (ii) Euros, €4,000,000, (iii) Sterling, £4,000,000, (iv) Yen, ¥500,000,000 and (v) any other Alternative Currency, such
amount as may be specified by the Administrative Agent. 
 “Borrowing Multiple” means, with respect to Eurocurrency Loans
denominated in (i) Dollars, $1,000,000, (ii) Euros, €1,000,000, (iii) Sterling, £1,000,000, (iv) Yen, ¥100,000,000 and (v) any other Alternative Currency, such amount as may be specified by the Administrative Agent.

 “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03. 

“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 or the state of New York and: 

(a)    if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Dollars,
any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency 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 Loan denominated in Euro, any
fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means a TARGET Day; 

(c)    if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in a
currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and 

(d)    if such day relates to any fundings, disbursements, settlements and payments in a currency other
than Dollars or Euro in respect of a Eurocurrency Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 

  
 5 













 “Capital Lease Obligations” of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a
balance sheet of such Person under GAAP as in effect on the Closing Date, and the amount of such obligations as of any date shall be the capitalized amount thereof determined in accordance with GAAP as in effect on the Closing Date that would appear
on a balance sheet of such Person prepared as of such date. 
 “Captive Insurance Subsidiary” means American Triumvirate
Insurance Company, a Vermont corporation or any successor thereto, so long as such Subsidiary is maintained as a special purpose self-insurance subsidiary. 

“card obligations” means any Loan Party or any Subsidiary’s participation in commercial (or purchasing) card programs.

 “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
applicable Issuing Bank and the Revolving Lenders, as collateral for the L/C Exposure, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such Issuing Bank (which
documents are hereby consented to by the Revolving Lenders). Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 

“Cash Equivalents” means 

(1)    any evidence of Indebtedness 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; 
 (2)    time
deposits, certificates of deposit, and bank notes of any financial institution that (i) is a Lender or (ii) is a member of the Federal Reserve System (or organized in any foreign country recognized by the United States) and whose senior
unsecured debt is rated at least A-2, P-2, or F-2, short-term, or A or A2, long-term, by Moody’s, S&P or Fitch (any such
bank in the foregoing clause (i) or (ii) being an “Approved Bank”). Issues with only one short-term credit rating must have a minimum credit rating of A 1, P 1 or F 1; 

(3)    commercial paper, including asset-backed commercial paper, and floating or fixed rate notes issued by an Approved
Bank or a corporation or special purpose vehicle (other than an Affiliate or Subsidiary of the Parent) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia (or any foreign country
recognized by the United States) and rated at least A 2 by S&P and at least P 2 by Moody’s; 

(4)    asset-backed securities rated AAA by Moody’s, S&P, or Fitch, with weighted average lives of 3 years or
less (measured to the next maturity date); 

  
 6 













 (5)    repurchase agreements and reverse repurchase agreements relating
to marketable direct obligations issued or unconditionally 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 maturing within 365 days from the
date of acquisition; 
 (6)    money market funds which invest substantially all of their assets in assets described in
the preceding clauses (1) through (5); and 
 (7)    instruments equivalent to those referred to in clauses
(1) through (6) above denominated in any Alternative Currency 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 Subsidiary organized in such jurisdiction; 

provided, that except in the case of clauses (4) and (5) above, the maximum maturity date of individual securities or deposits will be 3 years or
less at the time of purchase or deposit. 
 “Change in Control” means (a) the acquisition of beneficial ownership,
directly or indirectly, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Closing Date) other than the Foundation, of Equity Interests representing more than 35%
of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were
not (i) members of the board of directors of the Parent on the date hereof, or (ii) nominated or approved by the board of directors of the Parent; provided that an event described by clause (a) or (b) of this definition that
lasts for fewer than 60 days shall not constitute a Change in Control if prior to the expiration of such period, the Foundation exercises its right to acquire Equity Interests in the Parent such that the event that would otherwise constitute a
Change in Control has ceased to exist (it being understood that during such period a Default (but not an Event of Default) shall exist hereunder) or (c) the failure of the Parent to own, directly or indirectly, at any time 100% of the issued
and outstanding Equity Interests of the Borrower. 
 “Change in Law” means (a) the adoption of any law, treaty, rule
or regulation after the date of this Agreement, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender or any Issuing Bank (or, for purposes of Section 2.14(b), by any Lending Office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

  
 7 













 “Charges” shall have the meaning assigned to such term in
Section 9.14. 
 “Class” (a) when used with respect to Commitments, refers to whether such Commitment is a Revolving
Commitment or an Extended Revolving Commitment of a given Revolving Extension Series, (b) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Loans under Revolving
Commitments or Loans under Extended Revolving Commitments of a given Revolving Extension Series and (c) when used with respect to Lenders, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans
or Commitments. 
 “Closing Date” means the date on which the conditions specified in Section 4.01 of this Agreement
were satisfied (or waived in accordance with Section 9.02 of this Agreement). 
 “Code” means the U.S. Internal
Revenue Code of 1986, as amended from time to time. 
 “Commitment” means a Revolving Commitment. 

“Consolidated EBITDA” means Consolidated Net Income plus, without duplication and, except in the case of clause (xii), to the
extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense and charges, deferred financing fees and milestone payments in connection with any investment or series of related investments, losses on
hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of gains on such hedging obligations, and costs of surety bonds in connection with financing activities, (ii) expense and
provision for taxes paid or accrued, (iii) depreciation, (iv) amortization (including amortization of intangibles, including goodwill), (v) non-cash charges recorded in respect of purchase accounting or
impairment of goodwill or assets and non-cash exchange, translation or performance losses relating to any foreign currency hedging transactions or currency fluctuations, (vi) any other non-cash items, (vii) any unusual, infrequent or extraordinary loss or charge (including the amount of any restructuring, integration, transition, executive severance, facility closing, unusual litigation and
similar charges accrued during such period, including any charges to establish accruals and reserves or to make payments associated with the reassessment or realignment of the business and operations of the Parent and its Subsidiaries, including the
sale or closing of facilities, severance, stay bonuses and curtailments or modifications to pension and post-retirement employee benefit plans, asset write-downs or asset disposals (including leased facilities), write-downs for purchase and lease
commitments, start-up costs for new facilities, writedowns of excess, obsolete or unbalanced inventories, relocation costs which are not otherwise capitalized and any related promotional costs of exiting
products or product lines), (viii) non-recurring cash charges in connection with the litigation described on Schedule 2.03, (ix) income of any non-wholly owned
Subsidiaries and deductions attributable to minority interests, (x) any non-cash costs or expenses incurred by the Parent or any Subsidiary pursuant to any management equity plan or stock plan,
(xi) expenses with respect to casualty events, (xii) the amount of net cost savings in connection with any acquisition of an Acquired Entity or Business or otherwise projected by the Parent in good faith to be realized as a result of
specified actions taken prior to the last day of such period (calculated on a pro forma basis as though such cost savings had been realized since the first day of such period), net of the amount of actual benefits realized during such period from
such actions; provided that (A) in connection with any acquisition of an Acquired Entity or Business, such actions have been taken within 

  
 8 













 
12 months after the closing date of an acquisition of an Acquired Entity or Business and (B) no cost savings shall be added pursuant to this clause (xii) to the extent duplicative of
any expenses or charges relating to such cost savings that are included in clause (vii) above with respect to such period, (xiii) expenses incurred in connection with any acquisition of an Acquired Entity or Business, 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 including transaction expenses incurred in connection therewith), (xiv) any contingent or deferred payments (including earn-out payments, non-compete payments and consulting payments but excluding ongoing royalty payments) made in connection with any acquisition of an Acquired Entity or Business,
(xv) non-cash charges pursuant to ASC 715, minus, to the extent included in Consolidated Net Income, the sum of (xvi) any unusual, infrequent or extraordinary income or gains, (xvii) any
other non-cash income or gains (except to the extent representing (x) an accrual for future cash income or in respect of which cash was received in a prior period or (y) the reversal of any cash
reserves established in a prior period), and (xviii) any cash payment made with respect to any non-cash items added back in computing Consolidated EBITDA in a prior period pursuant to clause
(vi) above), all calculated for the Parent and its Subsidiaries (other than the Captive Insurance Subsidiary) in accordance with GAAP on a consolidated basis; provided that, to the extent included in Consolidated Net Income,
(A) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Agreements for currency exchange risk)
and (B) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of SFAS 133. 

“Consolidated Interest Expense” means, with reference to any period, the interest expense whether or not paid in cash
(including interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP, but excluding, any (i) non-cash interest expense attributable to the movement in mark-to-market valuation under Swap Agreements or other derivative instruments, (ii) non-cash interest expense attributable to the
amortization of gains or losses resulting from the termination of Swap Agreements prior to or reasonably contemporaneously with the Closing Date, (iii) amortization of deferred financing fees and (iv) expensing of bridge or other financing
fees) of the Parent and its Subsidiaries (other than the Captive Insurance Subsidiary) calculated on a consolidated basis for such period in accordance with GAAP plus, without duplication: (a) imputed interest attributable to Capital
Lease Obligations of the Parent and its Subsidiaries (other than the Captive Insurance Subsidiary) for such period, (b) commissions, discounts and other fees and charges owed by the Parent or any of its Subsidiaries (other than the Captive
Insurance Subsidiary) with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period, (c) amortization or write-off of debt
discount and debt issuance costs, premium, commissions, discounts and other fees and charges associated with Indebtedness of the Parent and its Subsidiaries (other than the Captive Insurance Subsidiary) for such period, (d) cash contributions
to any employee stock ownership plan or similar trust made by the Parent or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Parent or a wholly owned
Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period, (e) all interest paid or payable with respect to discontinued operations of the Parent or any of its Subsidiaries for such period, (f) the


  
 9 













 
interest portion of any deferred payment obligations of the Parent or any of its Subsidiaries (other than the Captive Insurance Subsidiary) for such period, (g) all interest on any
Indebtedness of the Parent or any of its Subsidiaries (other than the Captive Insurance Subsidiary) of the type described in clause (e) or (f) of the definition of “Indebtedness” for such period and (h) the interest component of
all Attributable Receivables Indebtedness of the Parent and its Subsidiaries (other than the Captive Insurance Subsidiary). 

“Consolidated Leverage Ratio” means, for any Test Period, the ratio of (a) Consolidated Total Indebtedness as of the
last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Consolidated Net Income” means, with
reference to any period, the net income (or loss) of the Parent and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that, in calculating Consolidated Net Income of
the Parent and its Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Parent or is merged into or consolidated with the Parent or any of its
Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Parent) in which the Parent or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the
Parent or such Subsidiary in the form of dividends or similar distributions, (c) the income or deficit of the Captive Insurance Subsidiary, (d) any fees and expenses incurred during such period, or any amortization thereof for such period,
in connection with the consummation of 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 non-recurring merger costs incurred during such period as a result
of any such transaction, (e) any amortization of deferred charges resulting from the application of “Accounting Principles Board Opinion No. APB 14-1 — Accounting for Convertible Debt
Instruments” that may be settled in cash upon conversion (including partial cash settlement) and (f) any income (loss) for such period attributable to the early extinguishment of Indebtedness, together with any related provision for taxes
on any such income. There shall be excluded from Consolidated Net Income for any period (i) any gains or losses resulting from any reappraisal, revaluation or write-up or write-down of assets (including
any gains and losses attributable to movement in the mark-to-market valuation of (1) any Permitted Convertible Indebtedness, (2) any Permitted Bond Hedge
Transaction, (3) any Permitted Warrant Transaction and (4) purchase options and related contingencies), (ii) any non-cash charges recorded in respect of intangible assets (but excluding scheduled
amortization of intangible assets), and (iii) the purchase accounting effects of in process research and development expenses and adjustments to property, inventory and equipment, software and other intangible assets and deferred revenue and
deferred expenses in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent and its Subsidiaries), as a result of any acquisition, or the
amortization or write-off of any amounts thereof. 
 “Consolidated Net Tangible
Assets” means, with respect to the Parent, the total amount of assets (less applicable reserves and other properly deductible items) after deducting all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, all as set forth on the most recent consolidated balance sheet of the Parent and its Subsidiaries delivered pursuant to Section 5.01(a) or Section 5.01(b). 

  
 10 













 “Consolidated Subsidiaries” means Subsidiaries that would be consolidated
with the Parent in accordance with GAAP. 
 “Consolidated Total Assets” means, as of the date of any determination thereof,
total assets of the Parent and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. 

“Consolidated Total Indebtedness” means at any time the sum, without duplication, of (i) the aggregate principal amount
of Indebtedness of the Parent and its Subsidiaries (other than the Captive Insurance Subsidiary) outstanding as of such time calculated on a consolidated basis (other than Indebtedness described in clause (h), (i) or (j) of the definition of
“Indebtedness” (provided that there shall be included in Consolidated Total Indebtedness, any Indebtedness (x) in respect of drawings under the items in such clauses (h) and (i) to the extent not reimbursed within two Business
Days after the date of such drawing and (y) in respect of any Swap Agreement entered into for speculative purposes)) plus (ii) the principal amount of any obligations of any Person (other than the Parent or any Subsidiary) of the
type described in the foregoing clause (i) that are Guaranteed by the Parent or any Subsidiary (whether or not reflected on a consolidated balance sheet of the Parent). Notwithstanding the foregoing, solely for the purposes of determining
Consolidated Total Indebtedness at any time on or prior to the consummation of the acquisition of an Acquired Entity or Business, the aggregate principal amount of Acquisition Indebtedness that would otherwise be included in “Consolidated Total
Indebtedness” shall exclude any such Acquisition Indebtedness that includes a customary “special mandatory redemption” provision (or other similar provision) requiring a Loan Party (within a reasonable period of time following the
occurrence of an event set forth in clause (a) or (b) below) to redeem such Acquisition Indebtedness if (a) such acquisition is not consummated within a number of days reasonably acceptable to the Administrative Agent or (b) the
acquisition agreement related to such acquisition terminates in accordance with its terms. For avoidance of doubt, the exclusion in the immediately preceding sentence shall not apply after consummation of the applicable acquisition. 

“Control” means, with respect to any Person, the power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise. 
 “Credit Event” means each of the following:
(a) a Borrowing and (b) an L/C Credit Extension. 
 “Credit Exposure” means, as to any Lender at any time, such
Lender’s Revolving Credit Exposure at such time. 
 “Debt Rating” means, as of any date of determination, the rating
as determined by Fitch, S&P and Moody’s (collectively, the “Debt Ratings”) of Mylan N.V.’s non-credit-enhanced, senior unsecured long-term debt; provided that: 

  
 11 














	 	(i)	 if all three Debt Ratings are in effect, and two or more ratings are at the same Pricing Level, that Pricing
Level will apply; 


  

	 	(ii)	 if all three Debt Ratings are in effect, each at a different Pricing Level, the Pricing Level of the middle
Debt Rating shall apply; 


  

	 	(iii)	 if only two Debt Ratings are in effect, the Pricing Level of the higher of such Debt Ratings shall apply (with
the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 4 being the lowest), unless the ratings differential is two levels or more, in which case the Pricing Level that is one level higher than the
Pricing Level of the lower Debt Rating shall apply; 


  

	 	(iv)	 if there exists only one Debt Rating, such Debt Rating shall apply; and 



 

	 	(v)	 if no Debt Rating is available, Pricing Level 4 shall apply. 



“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. 

“Default” means any event or condition, which constitutes an Event of Default or, which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Default Rate” has the meaning set forth in
Section 2.12(c). 
 “Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion
of any Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any
Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due,
(b) has notified the Borrower, the Administrative Agent or any Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements in which it has committed to
extend credit, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written
request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding
under any Debtor Relief Law, or (ii) had publicly appointed for it a receiver, custodian, conservator, trustee, administrator, 

  
 12 













 
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or Federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, or (e) has, or has a direct or indirect parent company that has,
become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and
binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swingline Lender and each Lender. 

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed (a) in any reports,
schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by the Parent with the SEC or furnished by the Parent to the SEC pursuant to the Securities Exchange Act, in
each case, filed or furnished before the Closing Date and which are available to the Lenders before the Closing Date and (b) on Schedule 3.06. 

“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, public equity offering or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, public equity offering or asset sale 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 the expiration, cancellation, termination or cash collateralization of any Letters of Credit in
accordance with the terms hereof), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and except as permitted in clause (a) above), in whole or in part, (c) requires the scheduled
payments of dividends in cash (for this purpose, dividends shall not be considered required if the issuer has the option to permit them to accrue, cumulate, accrete or increase in liquidation preference or if the Parent has the option to pay such
dividends solely in Qualified Equity Interests), 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
91 days after the Latest Maturity Date. 
 “Dollar Equivalent” means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuing Bank, as the case may
be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. 

  
 13 













 “Dollars” or “$” refers to lawful money of the United
States of America. 
 “Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the
United States of America. 
 “EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

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

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

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.04(b)(iii), (v) and
(vi) (subject to such consents, if any, as may be required under Section 9.04(b)(iii)). 
 “EMU” means the economic
and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998. 

“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 all Laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, imposing liability or standards of conduct concerning protection of the environment, preservation or
reclamation of natural resources, the management, release or threatened release of any Hazardous Material or the effect of Hazardous Materials in the environment on health and safety matters. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Parent or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership 

  
 14 













 
interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest (other than, prior to such conversion, Indebtedness
that is convertible into any such equity interests). 
 “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the rules and regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated)
that, together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code. 
 “ERISA Event” means (a) any “reportable event,” as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, a failure to satisfy the
minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by
any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of any Loan Party or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition upon any Loan Party or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA. 
 “EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from
time to time. 
 “Euro” or “€” means the single currency of the Participating Member States. 

“Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate. 
 “Event of Default” has the meaning
assigned to such term in Article VII. 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to
any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of
such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. withholding Taxes imposed on amounts payable to or for the 

  
 15 













 
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date of which (i) such Lender acquires such interest in the Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18) or (ii) such Lender changes its Lending Office, except in each case to the extent that pursuant to Section 2.16, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply
with Section 2.16(e), and (d) withholding Taxes imposed pursuant to FATCA. 
 “Existing Credit Agreement” means
the Revolving Credit Agreement, dated as of November 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time), among Mylan N.V., as a borrower, the other borrowers and guarantors from time to time party thereto, the
lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent. 
 “Existing
Lender” has the meaning assigned to such term in Section 9.04(b), (d) or (f) as the context may require. 

“Existing Letters of Credit” means the Letters of Credit listed on Schedule 2.05. 

“Existing Revolver Tranche” has the meaning assigned to such term in Section 2.21(a). 

“Extended Revolving Commitments” has the meaning assigned to such term in Section 2.21(a). 

“Extending Revolving Lender” has the meaning assigned to such term in Section 2.21(b). 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the
date of this Agreement (or any amended or successor versions that are each substantively comparable and not materially more onerous to comply with) and any intergovernmental agreements in respect thereof (and any legislation, regulations or other
official guidance pursuant to, or in respect of, such intergovernmental agreements). 
 “Federal Funds Effective 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 on such day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective 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
the Administrative Agent on such day on such transactions as determined by the Administrative Agent. 

  
 16 













 “Financial Officer” means the chief financial officer, principal accounting
officer, treasurer or controller of the Borrower or the relevant Loan Party, as applicable. 
 “Fitch” means Fitch Ratings,
Inc., or any successor to its rating agency business. 
 “Foreign Jurisdiction Deposit” means a deposit or Guarantee
incurred in the ordinary course of business and required by any Governmental Authority in a foreign jurisdiction as a condition of doing business in such jurisdiction. 

“Foreign Lender” means any Lender that is resident or organized under the laws of a jurisdiction other than that in which the
Borrower is resident for tax purposes. 
 “Foreign Obligor” means a Loan Party that is resident or organized under the laws
of a jurisdiction other than that in which the Borrower is resident, incorporated or organized. 
 “Foundation” means
Stichting Preferred Shares Mylan, a foundation (stichting) established and existing under the laws of the Netherlands with registration number 63042193. 

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

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

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner
of such Indebtedness or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other monetary obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary
obligation, or portion thereof, in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying


  
 17 













 
such Guarantee, unless such primary obligation or the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee
shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. 

“Guarantee Agreement” means the Guarantee set forth in Article X or other form of guarantee agreement reasonably acceptable
to the Administrative Agent and the Borrower. 
 “Guarantor” means the Parent and each Affiliate or Subsidiary, if any,
that provides a guarantee of the Obligations pursuant to Section 5.09(a) or otherwise. 
 “Hazardous Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas and
all other substances or wastes (including infectious or medical wastes) of any nature regulated pursuant to any Environmental Law. 

“Honor Date” has the meaning set forth in Section 2.05(c)(i). 

“Impacted Loans” has the meaning set forth in Section 2.13(a). 

“Increased Commitments” has the meaning assigned to such term in Section 2.19(a). 

“Increasing Lender” has the meaning assigned to such term in Section 2.19(a). 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,
(d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business, milestone payments incurred in connection with any investment or
series of related investments, any earn-out obligation except to the extent such obligation is no longer contingent and appears as a liability on the balance sheet of such Person in accordance with GAAP and
deferred or equity compensation arrangements payable to directors, officers or employees), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien on Property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, but limited to the fair market value of such Property (except to the extent otherwise provided in this definition), (f) all
Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of
guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all obligations of such Person under any Swap Agreement (with the “principal” amount of any Swap Agreement on any
date being equal to the early termination value thereof on such date) and (k) all Attributable Receivables Indebtedness. The Indebtedness of any Person shall (i) include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is expressly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity and pursuant to contractual arrangements, except to the
extent the terms of such 

  
 18 













 
Indebtedness provide that such Person is not liable therefor and (ii) exclude (A) customer deposits and advances and interest payable thereon in the ordinary course of business in accordance
with customary trade terms and other obligations incurred in the ordinary course of business through credit on an open account basis customarily extended to such Person, (B) obligations under customary overdraft arrangements with banks outside
the United States incurred in the ordinary course of business to cover working capital needs and (C) bona fide indemnification, purchase price adjustment, earn-outs, holdback and contingency payment obligations to which the seller may become
entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such
payment is not determinable or is contingent and, to the extent such payment thereafter becomes fixed and determined and no longer contingent, the amount is paid within 60 days thereafter and included as Indebtedness of such Person. 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitee” has the meaning set forth in Section 9.03(b). 

“Information” has the meaning specified in Section 9.12. 

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with
Section 2.03. 
 “Interest Payment Date” means (a) with respect to any Base Rate Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with
respect to any Swingline Loan, the day that such Loan is required to be repaid. 
 “Interest Period” means with respect to
any Eurocurrency Borrowing under any Class of Commitments, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (in each case,
subject to availability), or such other period that is twelve months or less requested by the Borrower and that is consented to by all the Lenders; provided that (i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day, (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the Revolving Credit Maturity Date with respect to such Class. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 

  
 19 













 “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 or (b) a loan, advance or capital contribution to, Guarantee of Indebtedness of,
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 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
Section 6.05, (i) the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise
received in cash in respect of such Investment not to exceed the original amount of such Investment and (ii) in the event the Parent or any Subsidiary (an “Initial Investing Person”) transfers an amount of cash or other
Property (the “Invested Amount”) for purposes of permitting the Parent or one or more other Subsidiaries to ultimately make an Investment of the Invested Amount in the Parent, any Subsidiary or any other Person (the Person in which
such Investment is ultimately made, the “Subject Person”) through a series of substantially concurrent intermediate transfers of the Invested Amount to the Parent or one or more other Subsidiaries other than the Subject Person (each
an “Intermediate Investing Person”), including through the incurrence or repayment of intercompany Indebtedness, capital contributions or redemptions of Equity Interests, then, for all purposes of Section 6.05, any transfers of
the Invested Amount to Intermediate Investing Persons in connection therewith shall be disregarded and such transaction, taken as a whole, shall be deemed to have been solely an Investment of the Invested Amount by the Initial Investing Person in
the Subject Person and not an Investment in any Intermediate Investing Person. 
 “IRS” means the United States Internal Revenue Service.

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

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the applicable Issuing Bank and the Borrower (or any Subsidiary) or in favor of the applicable Issuing Bank and relating to such Letter of Credit. 

“Issuing Bank” means Bank of America, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and any other Lender (subject to such
Lender’s consent) designated by the Borrower and consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) that becomes an Issuing Bank, in each case in its capacity as an issuer of Letters of Credit
hereunder, and any successors in such capacity as provided in Section 9.04. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term
“Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 

  
 20 













 “Latest Maturity Date” means, at any date of determination, the latest
Revolving Credit Maturity Date applicable to any Class of Loans or Commitments hereunder at such time, including the latest termination date of any Extended Revolving Commitment, as extended in accordance with this Agreement from time to time.

 “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities. 
 “L/C Advance” means, with
respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars. 

“L/C Borrowing” means an extension of credit resulting from an L/C Disbursement under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Base Rate Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof. 
 “L/C Disbursement” means a payment made by an Issuing Bank pursuant to a
Letter of Credit. 
 “L/C Exposure” means, at any time, the sum of (a) the aggregate Outstanding Amount of all Letters
of Credit at such time plus (b) the aggregate Outstanding Amount of all L/C Disbursements, including Unreimbursed Amounts, that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total L/C Exposure at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.11. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 
 “L/C Exposure Sublimit”
means $200,000,000; provided that (i) the Letters of Credit for which Bank of America (together with its successors and assigns) acts as Issuing Bank shall not exceed $96,000,000 at any time (as such amount may be increased from time to time in
the sole discretion of Bank of America, so long as such amount does not exceed the L/C Exposure Sublimit and notice of such increase is provided to the Administrative Agent), (ii) the Letters of Credit for which Goldman Sachs Bank USA (together with
its successors and assigns) acts as Issuing Bank shall not exceed $96,000,000 at any time (as such amount may be increased from time to time in the sole discretion of Goldman Sachs Bank USA, so long as such amount does not exceed the L/C Exposure
Sublimit) and (iii) the Letters of Credit for which JPMorgan Chase Bank, N.A. (together with its successors and assigns) acts as Issuing Bank shall not exceed $8,000,000 at any time (as such amount may be increased from time to time in the sole
discretion of JPMorgan Chase Bank, N.A., so long as such amount does not exceed the L/C Exposure Sublimit and notice of such increase is provided to the Administrative Agent). 

  
 21 













 “Lenders” means the Persons listed on Schedule 2.01 and any other
Person that shall have become a Lender hereunder pursuant to Section 2.19 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context
otherwise requires, the term “Lenders” includes the Swingline Lender. 
 “Lender Parties” means, collectively,
the Administrative Agent, the Lenders (including the Swingline Lender), the Issuing Banks and each co-agent or sub-agent appointed by the Administrative Agent from time
to time pursuant to clause (e) of Article VIII. 
 “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 which office may include any Affiliate of such
Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. 

“Letter of Credit” means a Letter of Credit issued pursuant to Section 2.05. 

“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 applicable Issuing Bank. 
 “Letter of Credit Expiration Date” means the day that is
five Business Days prior to (a) the initial Revolving Credit Maturity Date or (b) if the Commitment of each applicable Issuing Bank is extended pursuant to a Revolving Extension Series, the Latest Maturity Date (or, in each case, if such
day is not a Business Day, the next preceding Business Day). 
 “LIBO Rate” means: 

(a)    With respect to any Credit Event: 

(i)    for any Interest Period with respect to a Eurocurrency Borrowing or Loan, denominated in any LIBOR
Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate which rate is approved by the Administrative Agent and the Borrower (and if not so mutually agreed, the
provisions of Section 2.13 shall apply), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

 (ii)    for any Interest Period with respect to a Eurocurrency Borrowing or Loan, denominated in any Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Revolving Lenders pursuant
to Section 1.08(a); and 

  
 22 













 (b)    for any rate calculation with respect to a Base Rate Loan on any
date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; 

(c)    provided that (x) if LIBOR shall be less than zero, such rate shall be deemed zero for purposes of this
Agreement and (y) to the extent a comparable or successor rate is approved by the Administrative Agent and the Borrower in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with
market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

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

“LIBOR Quoted Currency” means each of the following currencies: Dollars; Euro; Sterling; and Yen; in each case as long as
there is a published LIBOR rate with respect thereto. 
 “Lien” means, with respect to any asset, any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset (or any capital lease having substantially the same economic effect as any of the foregoing). 

“Loan Documents” means this Agreement, any Guarantee Agreement, any Issuer Documents, any promissory notes executed and
delivered pursuant to Section 2.09(e) and any amendments, waivers, supplements or other modifications to any of the foregoing. 

“Loan Parties” means the Borrower and the Guarantors from time to time party hereto, if any. 

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

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property or financial condition
of the Parent and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any and all other Loan Documents, or the rights and remedies of the Administrative Agent and the Lenders thereunder. 

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), of any one or more of the Loan
Parties and their Subsidiaries in an aggregate principal amount exceeding $200,000,000. 
 “Material Subsidiary” means any
Guarantor or any Subsidiary (or group of Subsidiaries as to which a specified condition applies) that would be a “significant subsidiary” under Rule 1-02(w) of Regulation S-X. 
 “Maximum Rate” has the meaning assigned to such term in Section 9.14. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

  
 23 













 “Multiemployer Plan” means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA. 
 “New Lender” has the meaning assigned to such term in Section 9.04(b), (d) or
(f) as the context may require. 
 “Non-Extension Notice Date” has the meaning
set forth in Section 2.05(b)(iii). 
 “Non-LIBOR Quoted Currency” means any
currency other than a LIBOR Quoted Currency. 
 “Note” means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit B. 
 “Obligations” means all
indebtedness (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and other monetary obligations of any of the Loan
Parties to any of the Lenders, their Affiliates and the Administrative Agent, individually or collectively, existing on the Closing Date or arising thereafter (direct or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured) arising or incurred under this Agreement or any of the other Loan Documents (including under any of the Loans made or reimbursement or other monetary obligations incurred or any of the Letters of
Credit or other instruments at any time evidencing any thereof), in each case whether now existing or hereafter arising, whether all such obligations arise or accrue before or after the commencement of any bankruptcy, insolvency or receivership
proceedings (and whether or not such claims, interest, costs, expenses or fees are allowed or allowable in any such proceeding). 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“OFAC Countries” has the meaning assigned in Section 3.15. 

“OFAC Listed Person” has the meaning assigned in Section 3.15. 

“Original Currency” has the meaning assigned in Section 2.17(a). 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18). 

  
 24 













 “Outstanding Amount” means (i) with respect to Loans on any date, the
Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; (ii) with respect to Swingline Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (iii) with respect to any L/C Exposure on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such L/C Exposure on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Exposure as of such date, including as a
result of any reimbursements by the Borrower of Unreimbursed Amounts. 
 “Overnight Rate” means, for any day, (a) with
respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate as reasonably determined by the Administrative Agent, the applicable Issuing Bank, or the Swingline Lender, as the
case may be, in accordance with banking industry rules on interbank compensation, 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 Bank of America in the applicable offshore interbank market for such
currency to major banks in such interbank market. 
 “Parent” has the meaning assigned in the preamble hereto. 

“Participant” has the meaning set forth in Section 9.04(d). 

“Participant Register” has the meaning set forth in Section 9.04(d). 

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. 
 “Permitted
Bond Hedge Transaction” means (a) any call option or capped call option (or substantively equivalent derivative transaction) on the Parent’s common stock purchased by the Parent in connection with an incurrence of Permitted
Convertible Indebtedness and (b) any call option or capped call option (or substantively equivalent derivative transaction) replacing or refinancing the foregoing; provided that (x) the sum of (i) the purchase price for any
Permitted Bond Hedge Transaction occurring after the Closing Date, plus (ii) the purchase price for any Permitted Bond Hedge Transaction it is refinancing or replacing, if any, minus (iii) the cash proceeds received upon the
termination or the retirement of the Permitted Bond Hedge Transaction it is replacing or refinancing, if any, less (y) the sum of (i) the cash proceeds from the sale of the related Permitted Warrant Transaction plus (ii) the cash
proceeds from the sale of any Permitted Warrant Transaction refinancing or replacing such related Permitted Warrant Transaction, if any, 

  
 25 













 
minus (iii) the amount paid upon termination or retirement of such related Permitted Warrant Transaction, if any, does not exceed the net cash proceeds from the incurrence of the
related Permitted Convertible Indebtedness. 
 “Permitted Convertible Indebtedness” means Indebtedness of the Parent or any
Subsidiary (which may be Guaranteed by the Guarantors) that is (a) convertible into common stock of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or
(b) sold as units with call options, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Parent and/or cash (in an amount determined by reference to the
price of such common stock). 
 “Permitted Encumbrances” means: 

(a)    Liens imposed by law for taxes, assessments or other governmental charges that are not overdue for a
period of more than thirty (30) days or are being contested in compliance with Section 5.04; 

(b)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
landlords’, workmen’s, suppliers’ and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with
Section 5.04; 
 (c)    (i) Liens, pledges and deposits made in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or employment laws or to secure other public, statutory or regulatory obligations (including to support letters of credit or bank
guarantees) and (ii) Liens, pledges or deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for
the benefit of) insurance carriers providing insurance to the Parent or any Subsidiary; 
 (d)    Liens
or deposits to secure the performance of bids, trade contracts, governmental contracts, tenders, statutory bonds, leases, statutory obligations, surety, stay, customs, appeal and replevin bonds, performance bonds and other obligations of a like
nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business; 

(e)    Liens in respect of judgments, decrees, attachments or awards that do not constitute an Event of
Default under clause (k) of Article VII; 
 (f)    easements, restrictions (including zoning
restrictions), rights-of-way, covenants, licenses, encroachments, protrusions and similar encumbrances and minor title defects affecting real property imposed by law or
arising in the ordinary course of business that do not secure any monetary obligations and do not materially interfere with the ordinary conduct of business of the Parent or any Subsidiary; and 

  
 26 













 (g)    any interest or title of a lessor, sublessor,
licensor or sublicensor under any lease, sub-lease, license or sublicense entered into by the Parent or any of its Subsidiaries as a part of its business and covering only the assets so leased; 

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 

“Permitted Jurisdiction” means each of the Netherlands, the United Kingdom and the United States and any other jurisdiction
approved by the Administrative Agent and each Lender. 
 “Permitted Receivables Facility” means any receivables facility or
facilities created under the Permitted Receivables Facility Documents from time to time, providing for the sale or pledge by the Parent and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby providing
financing to the Parent and the Receivables Sellers) to the Receivables Entity (either directly or through another Receivables Seller), which in turn shall sell or pledge interests in the respective Permitted Receivables Facility Assets to
third-party lenders or investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue notes or other evidences of Indebtedness secured by Permitted Receivables Facility Assets or investor
certificates, purchased interest certificates or other similar documentation evidencing interests in Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity to purchase Permitted Receivables Facility Assets from
the Parent and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility Documents. 

“Permitted Receivables Facility Assets” means (i) Receivables (whether now existing or arising in the future) of the
Parent and its Subsidiaries which are transferred or pledged to a Receivables Entity pursuant to the Permitted Receivables Facility and any related Permitted Receivables Related Assets which are also so transferred or pledged to a Receivables Entity
and all proceeds thereof and (ii) loans to the Parent and its Subsidiaries secured by Receivables (whether now existing or arising in the future) of the Parent and its Subsidiaries which are made pursuant to a Permitted Receivables Facility.

 “Permitted Receivables Facility Documents” means each of the documents and agreements entered into from time to time in
connection with a Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests, or the issuance of notes or other evidence of Indebtedness secured by
such notes, all of which documents and agreements shall be in form and substance reasonably customary for transactions of this type, in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from
time to time so long as (in the good faith determination of the Borrower) either (i) the terms as so amended, modified, supplemented, refinanced or replaced are reasonably customary for transactions of this type or (ii)(x) any such amendments,
modifications, supplements, refinancings or replacements do not impose any conditions or requirements on the Parent or any of its Subsidiaries that, taken as a whole, are more restrictive in any material respect than those in existence immediately
prior to any such amendment, modification, supplement, refinancing or replacement as determined by the Borrower in good faith and (y) any such amendments, modifications, supplements, refinancings or replacements are not adverse in any material
respect to the interests of the Lenders as determined by the Borrower in good faith. 

  
 27 













 “Permitted Receivables Related Assets” means any other assets that are
customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing. 

“Permitted Refinancing Indebtedness” means, with respect to any Person, any amendment, modification, refinancing, refunding,
renewal, replacement 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, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with
such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder (in each case, provided that Indebtedness in respect of such existing unutilized commitments is
then permitted under Section 6.01) (in each case, it being understood that incurrence of Indebtedness in excess of the principal amount (plus any unpaid accrued interest and premium thereon and other reasonable amounts paid, and fees and
expenses reasonably incurred in connection therewith) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended (including, without limitation, the amount equal to any existing commitments unutilized thereunder) shall be
permitted if such excess amount is then permitted under Section 6.01 and reduces the otherwise permitted Indebtedness under Section 6.01), (b) other than with respect to Permitted Refinancing Indebtedness in respect of Indebtedness
permitted pursuant to Section 6.01(d), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the earlier of (x) the final maturity date of the Indebtedness so
modified, refinanced, refunded, renewed, replaced or extended and (y) the date which is 91 days after the Latest Maturity Date, (c) other than with respect to Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant
to Section 6.01(d), such modification, refinancing, refunding, renewal, replacement or extension has a Weighted Average Life to Maturity equal to or greater than the shorter of (x) the remaining Weighted Average Life to Maturity of, the
Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (y) the Weighted Average Life to Maturity of the portion of such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended that matures
on or prior to the Latest Maturity Date and (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing,
refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders (in the good faith determination of the Borrower) as those contained in the
documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended. 
 “Permitted Warrant
Transaction” means any call options, warrants or rights to purchase (or substantively equivalent derivative transactions) on common stock of the Parent purchased by the Parent substantially concurrently with a Permitted Bond Hedge
Transaction. 

  
 28 













 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Post-Acquisition Period” means, with respect to any acquisition, the period beginning on the date such acquisition is
consummated and ending on the one-year anniversary of the date on which such acquisition is consummated. 

“Pro Forma Adjustment” means, for any applicable period of measurement that includes all or any part of a fiscal quarter
included in the Post-Acquisition Period, with respect to the Consolidated EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Parent, the pro forma increase or decrease in such Consolidated EBITDA, projected by the
Parent in good faith as a result of (a) actions that have been 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 the Parent and its Subsidiaries and, in each case, which are expected to have a
continuing impact on the consolidated financial results of the Parent, calculated assuming that such actions had been taken on, or such costs had been incurred since, the first day of such period; provided that any such pro forma increase or
decrease to such Consolidated EBITDA shall be without duplication for cost savings or additional costs already included in such Consolidated EBITDA for such period of measurement. 

“Pro Forma Basis” means with respect to compliance with any test 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 the Parent owned by the Parent or any of its Subsidiaries or any division, product line, or facility used for operations of the Parent or any of its Subsidiaries, shall be excluded, and (ii) in the case of an 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 the Parent or any of the Subsidiaries in connection
therewith; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely
to the extent that such adjustments are (x) consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are in the good faith determination of the Parent reasonably identifiable
and factually supportable and (y) expected to have a continuing impact on the consolidated financial results of the Parent and its Subsidiaries. 

  
 29 













 “Prohibition” has the meaning assigned in Section 10.01. 

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, including Equity Interests. 
 “PTE” means a prohibited transaction class exemption issued by the
U.S. Department of Labor, as any such exemption may be amended from time to time. 
 “Public Lender” has the meaning
assigned in Section 5.01. 
 “Qualified Acquisition” means the acquisition by the Parent or a Subsidiary of an
Acquired Entity or Business which acquisition has been designated to the Lenders by a Responsible Officer of the Borrower as a “Qualified Acquisition” so long as, on a Pro Forma Basis, the Consolidated Leverage Ratio as of the last day of
the most recently completed Test Period (for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) prior to such acquisition would be at least 3.25 to 1.0; provided that no such designation may be made with
respect to any acquisition prior to the end of the fourth full fiscal quarter following the completion of the most recently consummated Qualified Acquisition unless the Consolidated Leverage Ratio as of the last day of the most recently completed
Test Period (for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) prior to the consummation of such acquisition was no greater than 3.0 to 1.0. 

“Qualified Equity Interests” means Equity Interests of the Parent other than Disqualified Equity Interests. 

“Receivables” means all accounts receivable (including all rights to payment created by or arising from sales of goods,
leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance). 
 “Receivables
Entity” means a wholly owned Subsidiary of the Parent which engages in no activities other than in connection with the financing of Receivables of the Receivables Sellers and which is designated (as provided below) as a “Receivables
Entity”. Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent an officer’s certificate of the Borrower certifying that, to the best of such officer’s knowledge and belief after
consultation with counsel, such designation complied with the foregoing conditions. 
 “Receivables Sellers” means the
Parent and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents. 

“Recipient” means the Administrative Agent, any Lender, and any Issuing Bank, as applicable. 

“Register” has the meaning set forth in Section 9.04(c). 

“Regulation S-X” means Regulation S-X under
the Securities Act of 1933, as amended. 

  
 30 













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

“Removal Effective Date” has the meaning set forth in clause (f)(ii) of Article VIII. 

“Required Lenders” means, at any time, Lenders having Credit Exposure and unused Commitments representing more than 50% of
the sum of the total Credit Exposure and unused Commitments at such time; provided that the Commitment of, and the portion of the Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders. 
 “Resignation Effective Date” has the meaning set forth in clause (f)(i) of Article
VIII. 

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

“Responsible Officer” means (a) the chief executive officer, executive director, president, vice president, chief
financial officer, treasurer, assistant treasurer or controller of the Borrower or another Loan Party, as context shall require, and (b) solely for purposes of notices given pursuant to Article II, any other officer or employee of the Borrower
so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document
delivered hereunder that is signed by a Responsible Officer of the Borrower or another Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower or such
Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower or such Loan Party. 

“Restricted Payments” means any dividend or other distribution (whether in cash, securities or other property (other than
Qualified Equity Interests)), other than to the Foundation, with respect to any Equity Interests in the Parent, or any payment (whether in cash, securities or other property (other than Qualified Equity Interests)), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Parent or any option, warrant or other right to acquire any such Equity Interests in the Parent. 

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a
Eurocurrency Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an Alternative Currency, and (iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such
Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an Alternative Currency, (iv) the first Business Day of each month following
the issuance of a Letter of Credit and (v) such additional dates as the Administrative Agent or the Issuing Bank shall determine or the Required Lenders shall require. 

  
 31 













 “Revolving Commitment” means, with respect to each Lender, the commitment,
if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.19 and (c) reduced, increased or extended from time to time pursuant to
(i) assignments by or to such Lender pursuant to Section 9.04 of this Agreement or (ii) a Revolving Extension Amendment. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment or any Revolving Extension Amendment to which it is a party, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments
is $2,000,000,000. 
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding
Dollar Equivalent of such Lender’s Revolving Loans, L/C Exposure and Swingline Exposure at such time. 
 “Revolving Credit
Maturity Date” means (i) with respect to the Revolving Commitments made pursuant to Section 2.01, July 27, 2023, or (ii) with respect to any Extended Revolving Commitments of any Revolving Extension Series, the maturity
date set forth in the Revolving Extension Amendment with respect to such Revolving Extension Series; provided in each case that if such day is not a Business Day, the Revolving Credit Maturity Date shall be the Business Day immediately preceding
such day. 
 “Revolving Extension Amendment” has the meaning assigned to such term in Section 2.21(c). 

“Revolving Extension Request” has the meaning assigned to such term in Section 2.21(a). 

“Revolving Extension Series” has the meaning assigned to such term in Section 2.21(e). 

“Revolving Lender” means each Lender that has a Revolving Commitment or that holds Revolving Credit Exposure. 

“Revolving Loan” means a Loan made pursuant to Section 2.01. 

“S&P” means S&P Global Ratings, 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 reasonably determined by the Administrative Agent or the Issuing Bank, as the case may be, to be customary in the place of disbursement
or payment for the settlement of international banking transactions in the relevant Alternative Currency. 

  
 32 













 “SEC” means the Securities and Exchange Commission, any successor thereto
and any analogous Governmental Authority succeeding to any of its principal functions. 
 “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 become absolute and matured and (d) such Person is not engaged in any business, as
conducted on such date and as proposed to be conducted following such date, 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. 

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of
the Organization for Economic Cooperation and Development at such time located in North America or Europe. 
 “specified
currency” has the meaning assigned in Section 2.20. 
 “Specified Transaction” means, with respect to any
Test Period, any of the following events occurring after the first day of such Test Period and prior to the applicable date of determination: (i) any Investment by the Parent or any Subsidiary in any Person (including in connection with any
acquisition) other than a Person that was a wholly-owned Subsidiary on the first day of such period involving consideration paid by the Parent or such Subsidiary in excess of $10,000,000, (ii) any disposition outside the ordinary course of business
of assets by the Parent or any Subsidiary with a fair market value in excess of $10,000,000, (iii) any incurrence or repayment of Indebtedness (in each case, other than Revolving Loans, Swingline Loans and borrowings and repayments of Indebtedness
in the ordinary course of business under revolving credit facilities except to the extent there is a reduction in the related Revolving Commitments or other revolving credit commitment) and (iv) any Restricted Payment involving consideration
paid by the Parent or any Subsidiary in excess of $10,000,000. 
 “Spot Rate” for a currency means the rate determined by
the Administrative Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable Issuing Bank may obtain such
spot rate from another financial institution designated by the Administrative Agent or the applicable Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and
provided further that the applicable Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

  
 33 













 “Sterling” and “£” mean the lawful currency of the
United Kingdom. 
 “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power for the election of directors or other governing body are at the time
beneficially owned, directly or indirectly, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” means any subsidiary of the Parent. For greater certainty, the parties acknowledge that the Foundation is not a
subsidiary of the Parent. 
 “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers,
employees or consultants of the Parent or the Subsidiaries shall be a Swap Agreement. 
 “Swingline Exposure” means, at any
time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. 

“Swingline Lender” means Bank of America, in its capacity as lender of Swingline Loans hereunder, or any successor swingline
lender hereunder. 
 “Swingline Loan” means a Loan made pursuant to Section 2.04. 

“Swingline Loan Notice” means a notice of a Swingline Loan Borrowing pursuant to Section 2.04, which, shall be
substantially in the form of Exhibit D or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the Borrower. 
 “Swingline Loan Sublimit” means $175,000,000. 

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

  
 34 













 “Test Period” means the period of four fiscal quarters of the Parent ending
on a specified date. 
 “Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement
and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Eurocurrency or the Base Rate. 
 “UK” and “United
Kingdom” each mean the United Kingdom of Great Britain and Northern Ireland. 
 “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended
from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which
includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

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

“United States Tax Compliance Certificate” has the meaning set forth in section 2.16(e). 

“Unreimbursed Amount” has the meaning set forth in Section 2.05(c)(i). 

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

 “VAT” means (a) any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common
system of value added tax (EC Directive 2006/112) and (b) any other Tax of a similar nature, whether imposed in a member state of the European Union in substitution for (or in addition to) a Tax referred to in clause (a) above, or imposed
elsewhere. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years
obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking
fund, serial maturity or other required payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment. 
 “Withdrawal Liability” means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

  
 35 













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

SECTION 1.02    Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings
may be classified and referred to by Type (e.g., a “Eurocurrency Loan”). 
 SECTION 1.03    Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to
time amended, supplemented, refinanced, restated, replaced or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (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 Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (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 contract rights. 

SECTION 1.04    Accounting Terms; GAAP. 

(a)    Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, (i) 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 

  
 36 













 
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 and (ii) notwithstanding anything in GAAP to the contrary, for purposes of all financial calculations
hereunder, the amount of any Indebtedness outstanding at any time shall be the stated principal amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount of such
Indebtedness at any time shall be its accreted amount at such time). 
 (b)    Notwithstanding anything to the contrary
herein, for purposes of determining compliance with any test or covenant or the compliance with or availability of any basket contained in this Agreement, the Consolidated Leverage Ratio, Consolidated Total Assets and Consolidated Net Tangible
Assets shall be calculated with respect to such period on a Pro Forma Basis. 
 SECTION 1.05    Payments on
Business Days. 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 or performance shall extend to the
immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, with respect to any payment of interest on or principal of Eurocurrency Loans, if such
extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 

Section 1.06    
[Reserved]Divisions. For all purposes under the Loan Documents, in connection with any division or plan
of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it
shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders
of its Equity Interests at such time. Any reference herein and in the Loan Documents to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a
division or plan of division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,
amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of
any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). 

Section 1.08SECTION 1.07    Rounding. Any financial ratios
required to be maintained by the Parent and its Subsidiaries pursuant to 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). 

  
 37 













 Section
1.09SECTION 1.08    
Additional Alternative Currencies. 
 (a)    The Borrower may
from time to time request that Eurocurrency Loans be made and/or Letters of Credit be issued in a currency other than Dollars and those specifically listed in the definition of “Alternative Currency”; provided that such requested
currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Loans, such request shall be subject to the
approval of the Administrative Agent and each of the Revolving Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the
applicable Issuing Bank. 
 (b)    Any such request shall be made to the Administrative Agent not later than 11:00 a.m.,
twenty (20) Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the Issuing Bank, in its or
their sole discretion). In the case of any such request pertaining to Eurocurrency Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the
Administrative Agent shall promptly notify the applicable Issuing Bank thereof. Each Revolving Lender (in the case of any such request pertaining to Revolving Loans) or the applicable Issuing Bank (in the case of a request pertaining to Letters of
Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Loans or the issuance of Letters of
Credit, as the case may be, in such requested currency. 
 (c)    Any failure by a Revolving Lender or an Issuing Bank,
as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender or such Issuing Bank, as the case may be, to permit Eurocurrency Loans to be made or
Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Lenders consent to making Eurocurrency Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such
currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Loans; and if the Administrative Agent and the applicable Issuing Bank consent to the issuance of Letters of
Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the
Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08, the Administrative Agent shall promptly so notify the Borrower, and the Borrower may replace such non-consenting Lender, subject to Section 2.18(b). Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of
“Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only. 

  
 38 













 Section
1.10SECTION 1.09    
Change of Currency. 
 (a)    Each obligation of the Borrower
to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with
the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank
market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided
that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. 

(b)    Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative
Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. 

(c)    Each provision of this Agreement also shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

Section 1.11SECTION 1.10    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
1.12SECTION 1.11    
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit
in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount
of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 

Section 1.13SECTION 1.12    Exchange Rates; Currency
Equivalents; LIBO Rate. 
 (a)    The Administrative Agent or the applicable Issuing Bank, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Events and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation
Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the
applicable Issuing Bank, as applicable. 

  
 39 













 (b)    Wherever in this Agreement in connection with a Borrowing,
conversion, continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Loan or
Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward),
as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be. 
 (c)    The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the rates in the definition of “LIBO Rate” or with respect to any comparable or successor rate thereto;
provided that the foregoing shall not apply to any liability arising out of the bad faith, willful misconduct or negligence of the Administrative Agent. 

ARTICLE II 
 The Credits

 SECTION 2.01    Commitments. 

Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans to the Borrower in
Dollars or Alternative Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s Revolving Credit Exposure exceeding such Lender’s
Revolving Commitment or (ii) subject to Section 1.12, the Dollar Equivalent of the total Revolving Credit Exposures exceeding the sum of the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. 
 SECTION 2.02    Loans and
Borrowings. 
 (a)    Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans
of the same Type made by the Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in
Section 2.04. 
 (b)    Subject to Section 2.13, each Borrowing shall be comprised entirely of Base Rate Loans
or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Base Rate Loan shall only be made in Dollars. Each Swingline Loan shall be a Base Rate Loan. Each Lender at its option may make any Eurocurrency Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 

  
 40 













 (c)    Each Borrowing of, conversion to or continuation of Eurocurrency
Loans shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple (or, if not an integral multiple, the entire available amount) and not less than the Borrowing Minimum. Each Borrowing of, conversion to or continuation of
Base Rate Loans (other than Swingline Loans which shall be subject to Section 2.04) shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that Eurocurrency Loans and Base Rate
Loans may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(c). Borrowings of more
than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of twenty (20) Eurocurrency Borrowings outstanding. 

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

SECTION 2.03    Requests for Borrowings. To request a Borrowing, a conversion of Loans from one Type to the other or
a continuation of Eurocurrency Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone or (B) a written Borrowing Request in a form attached hereto as Exhibit C or such other form
as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the
Borrower; provided that any telephonic notice must be confirmed immediately by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request.
Each such Borrowing Request must be received by the Administrative Agent not later than noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or
of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of
Eurocurrency Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period
other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than noon (i) four Business Days prior to the
requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing,
conversion or continuation of Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is
acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, or (ii) four Business Days (or five Business
Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice
may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall specify the following information in compliance with Section 2.02: 

   (i)    the aggregate amount of the requested Borrowing, conversion or continuation; 

  
 41 













    (ii)    the date of such Borrowing,
conversion or continuation, which shall be a Business Day; 
    (iii)    whether such
Borrowing, conversion or continuation is to be a Base Rate Borrowing or a Eurocurrency Borrowing; 

   (iv)    the currency in which such Borrowing is to be made, which shall be Dollars or an
Alternative Currency; 
    (v)    in the case of a Eurocurrency Borrowing, the Interest
Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; 

   (vi)    the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.06; 

   (vii)    whether the Borrower is requesting a new Borrowing, a conversion of Loans from
one Type to the other, or a continuation of Eurocurrency Loans; and 
    (viii)    the
Type of Loans to be borrowed or to which existing Loans are to be converted. 
 If no election as to the Type of Borrowing is specified, then, in the case
of a Borrowing denominated in Dollars to the Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as
Eurocurrency Loans in their original currency with an Interest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or conversion or continuation of Eurocurrency Loans, then the
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any 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 Loans. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as
part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency
Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or
continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. 

  
 42 













 SECTION 2.04    Swingline Loans. 

(a)    Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period; provided that no such Swingline Loan shall be permitted if, after giving effect
thereto, (i) the aggregate principal amount of outstanding Swingline Loans would exceed the Swingline Loan Sublimit, (ii) the aggregate Revolving Credit Exposures would exceed the total Revolving Commitments or (iii) such Swingline
Lender’s Credit Exposure would exceed its Revolving Commitment; provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan. 

(b)    To request a Swingline Loan, the Borrower shall notify the Administrative Agent and Swingline Lender of such
request, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan
Notice, and, in each case, such notice shall be irrevocable. Each such Swingline Loan Notice must be received by the Swingline 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 (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the
Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan
Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then
satisfied, then, the Swingline Lender shall make such Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the
reimbursement of an L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m. on the requested date of such Swingline Loan. 

(c)    (i)    The Swingline Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the
Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing 

  
 43 













 
Request for purposes hereof) and in accordance with the requirements of Section 2.02 and Section 2.03, without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Borrowing Request promptly
after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the
account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each 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 Swingline Lender. 

(ii)    If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with
clause (i), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan
and such Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Revolving Lender fails to make
available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swingline Lender shall be entitled to recover from such Revolving 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 Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in
connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Base Rate Loan included in the relevant Borrowing or funded
participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be
conclusive absent manifest error. 
 (iii)    Each Revolving Lender’s obligation to make Base Rate
Loans or to purchase and fund risk participations in Swingline 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 Swingline 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, however, that each Revolving Lender’s obligation to make Base Rate Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein. 

  
 44 













 (d)    (i)    At any time after any Revolving Lender
has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Percentage thereof in the
same funds as those received by the Swingline Lender. 
    (ii)    If any payment
received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered
into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage 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 Swingline Lender. The obligations of the Revolving Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement. 
 (e)    The Swingline Lender shall be
responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage
of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swingline Lender. 

(f)    The Borrower shall make all payments of principal and interest in respect of its Swingline Loans directly to the
Swingline Lender. 

  
 45 













 SECTION 2.05    Letters of Credit. 

(a)    The Letter of Credit Commitment. 

(i)    Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance
upon the agreements of the Revolving Lenders set forth in this Section 2.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in
Dollars or in one or more Alternative Currencies for the account of the Borrower, the Parent or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor
drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower, the Parent or its Subsidiaries and any drawings thereunder; provided that
after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate L/C Exposure shall not exceed the L/C Exposure Sublimit, (y) the total Revolving Credit Exposures shall not exceed the total Revolving
Commitments, and (z) such Issuing Bank’s Credit Exposure shall not exceed its Revolving Commitment; and provided further that Goldman Sachs Bank USA (or any of its Affiliates) is an Issuing Bank for the purposes of this
Agreement only in respect of standby Letters of Credit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with
the conditions set forth in the proviso to the preceding sentence. 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. All Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to
this Agreement on the Closing Date and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 

(ii)    No Issuing Bank shall issue any Letter of Credit, if: (A) subject to
Section 2.05(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders and the applicable Issuing Bank have approved such expiry
date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Administrative Agent and the applicable Issuing Bank have approved such expiry date (it being understood that in
the event the expiry date of any requested Letter of Credit would occur after the Letter of Credit Expiration Date, from and after the Letter of Credit Expiration Date, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of
all L/C Exposure in accordance with Section 2.05(g)). 
 (iii)    No Issuing Bank shall be under any
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 Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (whether


  
 46 













 
or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of
credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it; 

(B)    the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank
applicable to letters of credit generally; 
 (C)    except as otherwise agreed by the Administrative
Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; 

(D)    except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit
is to be denominated in a currency other than Dollars or an Alternative Currency; 
 (E)    the Issuing
Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; 

(F)    such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after
any drawing thereunder; or 
 (G)    a default of any Revolving Lender’s obligations to fund under
Section 2.05(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless such Issuing Bank has entered into satisfactory arrangements (in the Issuing Bank’s sole and absolute discretion) with the Borrower or
such Revolving Lender to eliminate the Issuing Bank’s risk with respect to such Revolving Lender. 

(iv)    No Issuing Bank shall amend any Letter of Credit if the Issuing Bank would not be permitted at such
time to issue such Letter of Credit in its amended form under the terms hereof. 
 (v)    No Issuing Bank
shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank 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. 
 (vi)    Each Issuing Bank
shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent
in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank. 

  
 47 













 (b)    Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension 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 the applicable Issuing Bank (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 applicable Issuing Bank and the Administrative Agent not later than noon at least two Business Days (or such later date and time as the applicable Issuing Bank may agree in a
particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. 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 satisfactory to the applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency 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;
and (G) such other matters as the applicable Issuing Bank may require. 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 satisfactory to the
applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable Issuing
Bank may require. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as the applicable Issuing Bank or the Administrative Agent may reasonably require. 

(ii)    Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank 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 Issuing Bank will provide the Administrative Agent with a
copy thereof. Unless an Issuing Bank has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of
Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the
Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of
Credit by an Issuing Bank, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such
Lender’s Applicable Percentage times the amount of such Letter of Credit. 

  
 48 













    (iii)    If the Borrower so requests
in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension 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 “Non-Extension 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 applicable Issuing Bank, the Borrower shall not be required to make a specific request to an Issuing Bank for any such extension. Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit; provided, however, that no Issuing Bank shall permit any such
extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is ten Business Days before the Non-Extension Notice Date
(1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, or any Revolving Lender or the Borrower that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. 

   (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 Issuing Bank 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 applicable Issuing Bank shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable
Issuing Bank in such Alternative Currency, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in
Dollars, the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a
Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than noon on the Business
Day following any payment by an Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the Business Day following any payment by an Issuing Bank under a Letter of Credit to be reimbursed in an Alternative
Currency (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the


  
 49 













 
applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.05(c)(i) and
(B) the Dollar amount paid by the Borrower on the date of payment by the Borrower (whether on or after the Honor Date) shall not be adequate on the date of such payment to purchase in accordance with normal banking procedures a sum denominated
in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the applicable Issuing Bank for the loss resulting from its inability on that date to purchase the Alternative Currency in
the full amount of the drawing. If the Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in
Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Percentage
thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Business Day following the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the
delivery of a Borrowing Request). Any notice given by the applicable Issuing Bank or the Administrative Agent pursuant to this Section 2.05(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 Revolving Lender shall upon any notice pursuant to Section 2.05(c)(i) make funds
available to the Administrative Agent for the account of the applicable Issuing Bank, in Dollars, at the Administrative Agent’s office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount
not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.05(c)(iii), such Revolving 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 applicable Issuing Bank in Dollars. 

(iii)    If any drawing under any Letter of Credit is not reimbursed on the date of drawing, the Dollar
Equivalent of the amount of such drawing shall accrue interest at the rate applicable to Base Rate Revolving Loans; provided that with respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving
Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which 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 Revolving Lender’s payment to the Administrative
Agent for the account of the Issuing Bank pursuant to Section 2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.05. 

  
 50 













 (iv)    Until each Revolving Lender funds its Revolving
Loan or L/C Advance pursuant to this Section 2.05(c) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of
such Issuing Bank. 
 (v)    Each Revolving Lender’s obligation to make Revolving Loans or L/C
Advances to reimburse each Issuing Bank for amounts drawn under Letters of Credit issued by it, as contemplated by this Section 2.05(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 Revolving Lender may have against such Issuing Bank, the Borrower, any Subsidiary 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, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.05(c) is subject to the
conditions set forth in Section 4.02 (other than delivery by the Borrower of a Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an Issuing Bank for the amount of
any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein. 

(vi)    If any Revolving Lender fails to make available to the Administrative Agent for the account of an
Issuing Bank any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(ii), then, without limiting the other provisions of this Agreement,
such Issuing Bank shall be entitled to recover from such Revolving 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 Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the
foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant
L/C Borrowing, as the case may be. A certificate of an Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 

(d)    Repayment of Participations. 

(i)    At any time after an Issuing Bank has made a payment under any Letter of Credit and has received
from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.05(c), if the Administrative Agent receives for the account of such Issuing Bank 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 Revolving Lender its
Applicable Percentage thereof in Dollars and in the same funds as those received by the Administrative Agent. 

  
 51 













 (ii)    If any payment received by the Administrative
Agent for the account of an Issuing Bank pursuant to Section 2.05(c)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by such Issuing Bank in its
discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Applicable Percentage 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 Revolving Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement. 
 (e)    Obligations Absolute. The obligation of the Borrower to
reimburse each Issuing Bank 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 Loan Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that
the Borrower or any Subsidiary 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 applicable Issuing Bank 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) waiver by any Issuing Bank of any requirement that exists for the Issuing Bank’s protection and not the protection of any Loan Party or any Subsidiary or any
waiver by the Issuing Bank which does not in fact materially prejudice the Borrower; (v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (vi) any payment
made by the applicable Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date
is authorized by the UCC, the ISP or the UCP, as applicable; (vii) any payment by such Issuing Bank 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 such Issuing Bank 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;
(viii) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or (ix) 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, the Borrower or any Subsidiary. The Borrower shall promptly examine a
copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Issuing
Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid. 

 

  
 52 













 (f)    Role of Issuing Banks. Each Revolving Lender and the
Borrower agree that, in paying any drawing under any Letter of Credit, no Issuing Bank shall 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 Issuing Banks, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of any Issuing Bank 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 Issuer
Document. 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, however, 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 Issuing Banks, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.05(e); provided, however, that anything in such clauses
to the contrary notwithstanding, the Borrower may have a claim against any Issuing Bank, and such Issuing Bank 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 Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful 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 Issuing Bank 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 such Issuing Bank shall not 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. The applicable Issuing Bank may send a Letter of Credit
or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a
beneficiary. 
 (g)    Cash Collateral. 

(i)    Upon the request of the Administrative Agent, (A) if any Issuing Bank has honored any full or
partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any L/C Exposure for any reason remains outstanding, the Borrower shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C Exposure attributable to the Letters of Credit issued for the benefit of the Borrower. 

  
 53 













 (ii)    In addition, if the Administrative Agent
notifies the Borrower at any time that the L/C Exposure at such time exceeds 105% of the L/C Exposure Sublimit then in effect, then, within two Business Days (or such later time as the Administrative Agent may agree in its sole discretion) after
receipt of such notice, the Borrower shall Cash Collateralize the L/C Exposure in an amount equal to the amount by which the L/C Exposure exceeds the L/C Exposure Sublimit. 

(iii)    The Administrative Agent may, at any time and from time to time after the initial deposit of Cash
Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. 

(iv)    In the event of an Event of Default, upon the request of the Required Lenders, the Borrower shall
immediately Cash Collateralize the then L/C Exposure of all Revolving Lenders. 
 (h)    Applicability of ISP and
UCP. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.
Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and each Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or
permitted under any Law, order, or practice (which practice is stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice) that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction
where the Issuing Bank or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade -
International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

(i)    Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any
Issuer Document, the terms hereof shall control. 
 (j)    Letters of Credit Issued for Subsidiaries or the
Parent. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or the Parent, the Borrower shall be obligated to reimburse the applicable Issuing Bank
hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries or the Parent inures to the benefit of the Borrower, and that the Borrower’s
business derives substantial benefits from the businesses of such Subsidiaries or the Parent, as applicable. 

(k)    Release of Lenders’ Obligations. Notwithstanding anything to the contrary contained herein or in any
other Loan Document, in the event that (i) an Issuing Bank shall have 

  
 54 













 
issued, in accordance with Section 2.05(a)(ii)(B), a Letter of Credit with an expiry date occurring after the Letter of Credit Expiration Date and (ii) the Borrower shall have Cash
Collateralized the Outstanding Amount of all such L/C Exposure in respect of such Letter of Credit pursuant to Section 2.14, then, upon the provision of such Cash Collateral and without any further action, each Lender
hereunder shall be automatically released from any further obligation to the applicable Issuing Bank in respect of such Letter of Credit, including, any obligation of any such Lender to reimburse the applicable Issuing Bank for amounts drawn under
such Letter of Credit or to purchase any risk participation therein; provided, however, that all such obligations of each Lender hereunder to the applicable Issuing Bank in respect of such Letter of Credit shall be revived if any Cash
Collateral provided by the Borrower in respect of such Letter of Credit is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or
applicable Issuing Bank) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such Cash Collateral had not been provided. The obligations of the Lenders under
this paragraph shall survive termination of this Agreement. 
 SECTION 2.06    Funding of Borrowings. 

(a)    Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds (i) in the case of Loans denominated in Dollars by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal
to such Lender’s Applicable Percentage or other percentage provided for herein and (ii) in the case of each Loan denominated in an Alternative Currency by the Applicable Time specified by the Administrative Agent for such currency;
provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to (x) an account
designated by the Borrower in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of the Borrower in the relevant jurisdiction and designated by the Borrower in the applicable Borrowing Request, in
the case of Loans denominated in an Alternative Currency; provided that Base Rate Revolving Loans made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c) shall be remitted by the Administrative Agent to
the relevant Issuing Bank. 
 (b)    Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing. 

  
 55 













 SECTION 2.07    Market Disruption; Successor LIBOR.
(a) Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Revolving Borrowing to be effected in any Alternative Currency, if (i) there shall occur on or prior to the date of such
Borrowing any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent, the relevant Issuing Bank (if such
Credit Event is a Letter of Credit) or the Required Lenders make it impracticable for the applicable Eurocurrency Borrowings or Letters of Credit comprising such Credit Event to be denominated in the Alternative Currency specified by the Borrower or
(ii) the Dollar Equivalent of such currency is not readily calculable, then the Administrative Agent shall forthwith give notice thereof to the Borrower, the Lenders and, if such Credit Event is a Letter of Credit, the relevant Issuing Bank,
and such Credit Events shall not be denominated in such Alternative Currency but shall, except as otherwise set forth in Section 2.06, be made on the date of such Credit Event in Dollars, (a) if such Credit Event is a Borrowing, in an
aggregate principal amount equal to the Dollar Equivalent of the aggregate principal amount specified in the related Borrowing Request or Interest Election Request, as the case may be, unless the Borrower notifies the Administrative Agent at least
one (1) Business Day before such date that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a different Alternative Currency, as the case may be, in which the denomination of such Loans would, in
the reasonable opinion of the Administrative Agent or the Required Lenders, as applicable, be practicable and in an aggregate principal amount equal to the Dollar Equivalent of the aggregate principal amount specified in the related Borrowing
Request or Interest Election Request, as the case may be or (b) if such Credit Event is a Letter of Credit, in a face amount equal to the Dollar Equivalent of the face amount specified in the related request or application for such Letter of
Credit, unless the Borrower notifies the Administrative Agent at least one (1) Business Day before such date that (i) it elects not to request the issuance of such Letter of Credit on such date or (ii) it elects to have such Letter of
Credit issued on such date in a different currency, as the case may be, in which the denomination of such Letter of Credit would in the reasonable opinion of the relevant Issuing Bank, the Administrative Agent or the Required Lenders, as applicable,
be practicable and in face amount equal to the Dollar Equivalent of the face amount specified in the related request or application for such Letter of Credit, as the case may be. 

(b)    Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent
determines, or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: 

(i)    adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period,
because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 

(ii)     the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over
the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the
“Scheduled Unavailability Date”), or 

  
 56 













 (iii)    syndicated loans currently being executed, or
that include language similar to that contained in this Section 2.07(b), are incorporating or being amended to incorporate or adopt (as applicable) a new benchmark interest rate to replace LIBOR (which such determination described solely in
this clause (iii) to be made in consultation with the Borrower), 
 then, reasonably promptly after such determination by the Administrative Agent or
receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark
(if any) incorporated therein), giving due consideration to any evolving or then prevailing market convention for determining interest rates for loans for similar syndicated credit facilities (any such proposed rate, a “LIBOR Successor
Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted
such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. 

If no LIBOR Successor Rate has been determined and the circumstances under clause (i) of this Section 2.07(b) exist or the Scheduled Unavailability
Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, until the effectiveness of the amendment contemplated by this Section 2.07(b), (x) the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. 

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero
for purposes of this Agreement. 
 As used above: 

“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine
LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). 

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other 

  
 57 













 
administrative matters as may be appropriate, in the reasonable discretion of the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively
feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent reasonably determines in consultation with the Borrower). 

SECTION 2.08    Termination and Reduction of Commitments. 

(a)    Unless previously terminated, all Revolving Commitments of any Class shall terminate on the Revolving Credit
Maturity Date with respect to such Class. 
 (b)    The Borrower may at any time terminate, or from time to time reduce,
the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000, (or, if less, the remaining amount of the Revolving
Commitments), (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Revolving Credit Exposures would exceed the
total Revolving Commitments. 
 (c)    The Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section not later than 12:00 p.m. three (3) Business
Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of
other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 

  
 58 













 SECTION 2.09    Repayment of Loans; Evidence of Debt. 

(a)    The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Revolving Loan of any Class made to the Borrower on the Revolving Credit Maturity Date with respect to such Class in the currency of such Loan and (ii) to the Swingline Lender the then
unpaid principal amount of each Swingline Loan on the earlier of the initial Revolving Credit Maturity Date (or such later Revolving Credit Maturity Date as agreed by the Swingline Lender in connection with any Revolving Extension Amendment) and the
first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least three (3) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the
Borrower shall repay all Swingline Loans then outstanding. 
 (b)    Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder. 
 (c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of
each Loan made hereunder, the currency and Type thereof and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(d)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
 (e)    Any
Lender may request that Loans made by it be evidenced by promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender promissory notes payable to such Lender and its registered assigns and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 9.04 of this Agreement) be represented by one or more promissory notes in
such form payable to the payee named therein and its registered assigns. 
 SECTION 2.10    Prepayment of Loans.

 (a)    Optional Prepayments. (i) The Borrower shall have the right at any time and from time to time to
prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice given in accordance with paragraph (a)(ii) of this Section, or otherwise in form and substance reasonably acceptable to the Administrative Agent. 

(ii)    The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline
Loan, the Swingline Lender) by telephone (confirmed by 

  
 59 













 
telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any prepayment hereunder (i) (x) in the case of prepayment of a Eurocurrency Borrowing in
Dollars, not later than 2:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (y) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any
date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, (ii) in the case of prepayment of a Base Rate Borrowing, not later than noon, New York City time, on the date of prepayment or (iii) in the case of prepayment
of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the notice of prepayment. Prepayments
pursuant to this Section 2.10(a) shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15. 

(b)    Mandatory Prepayment. 

If the Administrative Agent notifies the Borrower at any time that the Revolving Credit Exposure at such time exceeds an amount equal to 105%
of the Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Exposure in an aggregate amount sufficient to reduce such Revolving Credit
Exposure as of such date of payment to an amount not to exceed 100% of the Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.05(g)(ii), the Borrower shall not be required to Cash
Collateralize the L/C Exposures pursuant to this Section 2.10(b) unless after the prepayment in full of the Loans, the Revolving Credit Exposure exceeds the Revolving Commitments then in effect. The Administrative Agent may, at any time and
from time to time after the initial deposit of such Cash Collateral for the L/C Exposure, reasonably request that additional Cash Collateral be provided in order to protect against the results of further material exchange rate fluctuations. 

SECTION 2.11    Fees. 

(a)    The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee,
which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily Dollar Equivalent of such Lender’s Revolving Credit
Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have 

  
 60 













 
any Revolving Credit Exposure; provided, however, that any facility fee accrued with respect to the unutilized Revolving Commitment 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 facility fee shall otherwise have been due and payable by
the Borrower prior to such time; and provided further that no facility fee shall accrue on the unutilized Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued facility fees shall be payable
in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees
accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). 
 (b)    The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the
average daily Dollar Equivalent of such Lender’s L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which
such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any L/C Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar
Equivalent of the L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Closing Date to but excluding the
later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which
the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten
(10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

(c)    The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the
times separately agreed upon between the Borrower and the Administrative Agent. 
 (d)    All fees payable hereunder
shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to
the Lenders. Fees paid shall not be refundable under any circumstances. 

  
 61 













 SECTION 2.12    Interest. 

(a)    The Loans comprising each Base Rate Borrowing (including each Swingline Loan) shall bear interest at the Base Rate
in effect from time to time plus the Applicable Rate. 
 (b)    The Loans comprising each Eurocurrency Borrowing
shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 

(c)    Notwithstanding the foregoing, at any time (x) an Event of Default has occurred and is continuing under
clauses (h) or (i) of Article VII or (y) if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, then such
overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, upon the request of the Required Lenders, 2% plus the rate applicable to Base Rate Loans as provided in paragraph (a) of this Section (the “Default
Rate”). 
 (d)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for
such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan prior to the end of the Availability Period or a Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of
such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

 (e)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest
(i) computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Sterling shall be computed on the basis of a year of 365 days, and in each
case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBO Rate shall be determined by the Administrative Agent in accordance with the provisions of this
Agreement, and such determination shall be conclusive absent manifest error. 
 SECTION 2.13    Alternate Rate of
Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: 
 (a)    the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period (in each case with respect to clause (a), the “Impacted
Loans”); or 
 (b)    the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; 

  
 62 













 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or
telecopy or transmission by electronic communication in accordance with Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Revolving Borrowing
shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Revolving Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Revolving Borrowing is denominated in an
Alternative Currency, as a Revolving Borrowing bearing interest at such rate as the Administrative Agent and the Borrower may agree adequately reflects the costs to the Lenders of making or maintaining their Loans (or, in the absence of such
agreement, such Revolving Borrowing shall be repaid as of the last day of the current Interest Period applicable thereto), (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in Dollars, such Borrowing shall be
made as a Base Rate Borrowing (or such Revolving Borrowing shall not be made if the Borrower revokes (and, in such circumstances, such Borrowing Request may be revoked notwithstanding any other provision of this Agreement) by telephone, confirmed
promptly in writing, not later than one Business Day prior to the proposed date of such Borrowing) and (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in an Alternative Currency, such Borrowing shall be made as a
Revolving Borrowing bearing interest at such rate as the Administrative Agent and the Borrower may agree adequately reflects the costs to the Lenders of making or maintaining their Loans or, in the absence of such agreement, such Borrowing Request
shall be automatically revoked notwithstanding any other provision of this Agreement. 
 Notwithstanding the foregoing, if the Administrative Agent has made
the determination described in this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest
shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or
the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of
interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower
written notice thereof. Upon the Administrative Agent’s election to establish an alternative rate of interest pursuant to this paragraph, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of
Eurocurrency Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) without payment of any amount specified in Section 2.15, provided that such repayment is effected promptly
upon receipt of such notice. 

  
 63 













 SECTION 2.14    Increased Costs. 

(a)    If any Change in Law shall: 

(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank; 

(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded
Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

(iii)    impose on any Lender or any Issuing Bank or the London interbank market any other condition
affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the
foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurocurrency Loan or of maintaining its obligation to make any such Loan (including pursuant to any conversion of any Borrowing
denominated in any currency into a Borrowing denominated in any other currency) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (including pursuant to any conversion of any
Borrowing denominated in any currency into a Borrowing denominated in any other currency) or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder, whether of principal, interest or otherwise (including
pursuant to any conversion of any Borrowing denominated in any currency into a Borrowing denominated in any other currency), in each case by an amount deemed by such Lender or such Issuing Bank to be material in the context of its making of, and
participation in, extensions of credit under this Agreement, then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 

(b)    If any Lender or any Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing
Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with
respect to capital adequacy or liquidity), then from time to time, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. 

(c)    A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to
compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered 

  
 64 













 
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within
ten (10) days (or such later date as may be agreed by the applicable Lender) after receipt thereof. 

(d)    Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any
increased costs or reductions incurred more than 135 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
135-day period referred to above shall be extended to include the period of retroactive effect thereof. 

(e)    A Lender’s or Issuing Bank’s claim for additional amounts pursuant to this Section 2.14 shall be
generally consistent with such Lender’s or such Issuing Bank’s treatment of customers of such Lender or Issuing Bank that such Lender or Issuing Bank considers, in its reasonable discretion, to be similarly situated as the Borrower. 

SECTION 2.15    Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency
Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.10), (b) the conversion of any Eurocurrency Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.10 and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event. Such loss, cost or expense to any Lender may be deemed to include
an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan
(and excluding any Applicable Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in
the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days (or such later date as may be agreed by the
applicable Lender) after receipt thereof. 

  
 65 













 SECTION 2.16    Taxes. 

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on
account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any Loan Party or the Administrative Agent shall be required by any
applicable Laws (as determined in good faith by the Administrative Agent or Loan Party) to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make
such deductions as are determined by it to be required, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or
the making of all required deductions (including deductions applicable to additional sums payable under this Section 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction
been made. 
 (b)    Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection
(a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c)    Tax Indemnifications. 

(i)    Each of the Loan Parties shall indemnify each Recipient, and shall make payment in respect thereof
within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) payable or paid by such Recipient or required to
be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. For the avoidance of doubt, no Loan Party shall indemnify any Recipient under this Section 2.16(c)(i) for any Indemnified Taxes to the extent that an additional
amount is paid, or is required to be paid, to such Recipient pursuant to Section 2.16(a)(C) in respect of such Indemnified Taxes. 

(ii)    Each Lender and Issuing Bank shall, and does hereby, severally indemnify, and shall make payment in
respect thereof within 10 days after written demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the Issuing Bank (but only to the extent that any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 9.04(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes 

  
 66 













 
attributable to such Lender or the Issuing Bank, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender
by the Administrative Agent or any Loan Party, as applicable, shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent or any Loan Party, as applicable, to set off and apply any and all
amounts at any time owing to such Lender or the Issuing Bank, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent or any Loan Party, as applicable, under this clause (ii). 

(d)    Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after
any payment of Taxes on amounts payable under this Agreement or any other Loan Document by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 2.16, the Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to
report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 

(e)    Status of Lenders; Tax Documentation. 

(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrower, the Parent and the Administrative Agent, at the time or times reasonably requested by the Borrower, the Parent or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable law or the taxing authorities of a jurisdiction pursuant to such applicable law or reasonably requested by the Borrower, the Parent or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower, the Parent or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by
the Borrower, the Parent or the Administrative Agent as will enable the Borrower, the Parent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation required pursuant to Section 2.16(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required
if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii)    Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,


  
 67 













 (A)     any Lender that is a U.S. Person shall deliver
to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed
originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and
the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent), whichever of the following is applicable: 
  

	 	(i)	 in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a
party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-BEN-E (or
successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS
Form W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “business profits” or “other income” article of such tax treaty; 


  

	 	(ii)	 executed copies of IRS Form W-8ECI; 



 

	 	(iii)	 in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881 (c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower or any Affiliate within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “United States Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or
W-BEN-E (or successor form); or 


  

	 	(iv)	 to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, 



  
 68 














	 	
accompanied by IRS Form W-8ECI, IRS Form W-8BEN or
W-8BEN-E (or successor form), a United States Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct
or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit G-4 on
behalf of each such direct and indirect partner; 

 (C)    any Foreign Lender shall, to the
extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 (iii)    Each Lender agrees that if any
form or certification it previously delivered pursuant to this Section 2.16(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in
writing of its legal inability to do so. 

  
 69 













 (f)    Treatment of Certain Refunds. Unless required by
applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an Issuing Bank, or have any obligation to pay to any Lender or an Issuing Bank, any refund of Taxes withheld or
deducted from funds paid for the account of such Lender or such Issuing Bank, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 2.16, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by a Loan Party under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay
the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable
net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. Such Recipient 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 Governmental Authority (provided that the Recipient may delete any information therein that Recipient deems confidential). This subsection shall not be construed to require any Recipient to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 

(g)    Treatment of Swingline Lender and Issuing Bank. For purposes of this Section 2.16, the term
“Lender” shall include any Swingline Lender and any Issuing Bank and the term “applicable law” includes FATCA. 

(h)    [Reserved]. 

(i)    [Reserved]. 

(j)    [Reserved]. 

(k)    Value Added Tax. 

(i)    All amounts expressed in a Loan Document to be payable by any party to any Lender which (in whole or
in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, if VAT is or becomes chargeable on any supply made by any
Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide
an appropriate VAT invoice to such party). 

  
 70 













 (ii)    If VAT is or becomes chargeable on any supply
made by any Lender or the Administrative Agent (the “Supplier”) to any other Lender or the Administrative Agent (the “Recipient”) under a Loan Document, and any Party other than the Recipient (the “Relevant
Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): 

A)    (where the Supplier is the person required to account to the relevant tax authority for the VAT) the
Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Section 2.16(k)(ii)(A) applies) promptly pay to the Relevant Party an
amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and 

B)    (where the Recipient is the person required to account to the relevant tax authority for the VAT) the
Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or
repayment from the relevant tax authority in respect of that VAT. 
 (iii)    Where a Loan Document
requires any party to reimburse or indemnify a Lender for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save
to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 

(iv)    Any reference in this Section 2.16(k) to any party shall, at any time when such party is
treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a
member for VAT purposes at such time or the relevant representative member (or head) of such group or unity (or fiscal unity) at such time (as the case may be) (the term “representative member” to have the same meaning as in the United
Kingdom Value Added Tax Act 1994 or the corresponding meaning outside the United Kingdom). 
 (v)    In
relation to any supply made by a Lender or the Administrative Agent to any party under any Loan Document, if reasonably requested by such Lender or Administrative Agent, that party shall promptly provide such Lender or Administrative Agent with
details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s or Administrative Agent’s VAT reporting requirements in relation to such supply. 

  
 71 













 (l)    Survival. Each party’s obligations under this
Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or any Issuing Bank, the termination of the Commitments and the
repayment, satisfaction or discharge of all other Obligations. 
 SECTION 2.17    Payments Generally; Pro Rata
Treatment; Sharing of Setoffs. 
 (a)    The Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) without condition or deduction for any counterclaim, defense, recoupment or setoff prior to
(i) in the case of payments by the Borrower denominated in Dollars, 2:00 p.m., New York City time and (ii) in the case of payments denominated in an Alternative Currency, 2:00 p.m., Applicable Time, in the city of the Administrative
Agent’s Office for such currency, in each case on the date when due, in immediately available funds. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to Dollars, in Dollars)
and (ii) to the Administrative Agent at its offices for Dollar denominated Credit Events or, in the case of a Credit Event denominated in an Alternative Currency, the Administrative Agent’s Office for such currency, except payments to be
made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this
Section, if, after the making of any Credit Event in any Alternative Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was
made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder
in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition
of any such currency control or exchange regulations. 
 (b)    If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably based on the Dollar Equivalent amount thereof among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed L/C
Disbursements then due hereunder, ratably based on the Dollar Equivalent amount thereof among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties. 

  
 72 













 (c)    If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in L/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in L/C Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Loans and participations in L/C Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements and
Swingline Loans to any assignee or participant in accordance with Section 9.04. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 

(d)    Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders or the relevant Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the
relevant Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in Same Day Funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under
this subsection (d) shall be conclusive, absent manifest error. 
 (e)    If any Lender shall fail to make any
payment required to be made by it pursuant to Section 2.04, 2.05, 2.06, 2.17 or 9.03, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. The obligations of the Lenders hereunder to make Loans, to fund participations
in Letters of Credit and Swingline Loans and to make payments are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payments. 

  
 73 













 SECTION 2.18    Mitigation Obligations; Replacement of Lenders.

 (a)    If any Lender requests compensation under Section 2.14, or if the Borrower or the Parent is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower or Parent hereby agrees to pay
all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Any Lender claiming reimbursement of such
costs and expenses shall deliver to the Borrower or Parent a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error. 

(b)    If (1) any Lender requests compensation under Section 2.14, (2) the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, (3) any Lender is a Defaulting Lender, (4) any Lender fails to grant a consent in connection with any proposed change,
waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 9.02 for which the consent of each Lender or each affected Lender is required but the consent of the Required Lenders is obtained, (5) if any
Lender is prohibited under applicable Law from making Loans or Letters of Credit denominated in one or more Alternative Currencies to the Borrower in accordance with the terms of this Agreement, and at such time the Required Lenders are permitted
under applicable Law (and have agreed) to make such Loans and Letters of Credit in such Alternative Currencies, (6) if any Lender is prohibited under applicable Law from making, or is not licensed to make, Loans or other applicable extensions
of credit to the Borrower in accordance with this Agreement or does not consent to any request by the Borrower to include additional jurisdiction (of incorporation, tax residence or otherwise) as a “Permitted Jurisdiction” that is
consented to by the Required Lenders or (7) if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, but excluding the consents required by, Section 9.04), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(i)    the Borrower shall have paid to the Administrative Agent the assignment fee specified in
Section 9.04 (unless otherwise agreed by the Administrative Agent); 
 (ii)    such Lender shall
have received payment of an amount equal to the outstanding principal of its Loans and L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan


  
 74 













 
Documents (including any amounts under Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts); 
 (iii)    in the case of any such assignment resulting from a claim for compensation under
Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and 

(iv)    in the case of an assignment resulting from an event described in clause (4) above, (A) the
applicable assignee shall have consented to the applicable amendment, waiver or consent and (B) after giving effect to such assignment (and any other assignments made in connection therewith), each Lender shall have consented to the applicable
amendment, waiver or consent; 
 (v)    in the case of an assignment resulting from a circumstance
described in clause (5) above, (A) the applicable assignee shall be permitted under Law to make Loans and Letters of Credit in all Alternative Currencies to the Borrower in accordance with the terms of this Agreement and the other Loan
Documents, and (B) after giving effect to such assignment (and any other assignments made in connection therewith), each Lender shall be permitted under applicable Law to make Loans to and Letters of Credit to the Borrower in all Applicable
Currencies; 
 (vi)    in the case of an assignment resulting from a circumstance described in clause
(6) above, (A) the applicable assignee shall be permitted under Law and licensed to make Loans and other applicable extensions of credit to the Borrower in accordance with the terms of this Agreement and (B) after giving effect to such
assignment (and to any other assignments made in connection therewith), each Lender shall be permitted under applicable Law and licensed to make such Loans and other applicable extensions of credit under this Agreement; and 

(vii)    such assignment does not conflict with applicable Laws. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

SECTION 2.19    Expansion Option. 

(a)    The Borrower may from time to time after the Closing Date elect to increase the Revolving Commitments
(“Increased Commitments”) in an aggregate principal amount of not less than $25,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving
Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their
existing Revolving Commitments or to participate in such Revolving Commitments, as the case may be; provided that each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of
the Borrower, the Administrative Agent, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or 

  
 75 













 
delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional
Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. Increases of Revolving Commitments shall become effective on
the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving
Commitments shall be permitted under this paragraph unless on the proposed date of the effectiveness of such increase in the Revolving Commitments, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be
satisfied or waived by the Required Lenders and the Administrative Agent, (ii) after giving effect to such increase in the Revolving Commitments, the Parent shall be in compliance, on a Pro Forma Basis, with the Consolidated Leverage Ratio
(determined as of the most recently ended fiscal quarter and assuming that the entire amount of such increase had been borrowed as of such quarter end), and (iii) the Administrative Agent shall have received a certificate confirming (and, as
applicable, setting forth reasonably detailed calculations demonstrating) compliance with each of the requirements set forth in clauses (i) and (ii) above, dated such date and executed by a Financial Officer of the Parent. On the effective date
of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine,
for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the
Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased
Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all
or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this
Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on
the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest
Periods. For the avoidance of doubt, no Lender shall have any obligation to provide any Increased Commitment. 

(b)    This Section 2.19 shall override any provisions in Section 9.02 to the contrary. 

SECTION 2.20    Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert
a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to 

  
 76 













 
the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the
specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of
the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the
Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of
the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of
such excess as a disproportionate payment to such Lender under Section 2.17, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower. 

SECTION 2.21    Extended Revolving Commitments. 

(a)    Request for Extended Revolving Commitments. The Borrower may at any time and from time to time, upon written
request to and the consent of the Administrative Agent (each, a “Revolving Extension Request”), request that an aggregate principal amount of not less than $300,000,000 of the then existing Commitments of any Class (each, an
“Existing Revolver Tranche”) be amended to, among other things, extend the applicable Revolving Credit Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then
Latest Maturity Date of any other Commitment hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments”); provided that (i) after giving effect to any Extended Revolving Commitment under this
Section 2.21, there shall be no more than three (3) Classes of Commitments outstanding at any time and (ii) any such Extended Revolving Commitments shall be offered on the same terms (including as to the proposed interest rates and
fees) to each Revolving Lender under the applicable Existing Revolver Tranche on a ratable basis. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving
Credit Lenders under the applicable Existing Revolver Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be
established. Each Revolving Extension Request shall specify (A) the applicable Class of Commitments and Loans hereunder to be extended, (B) the date to which the applicable maturity date is sought to be extended, (C) the changes,
if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Extending Revolving Lenders (as defined below) in respect of that portion of their Commitments and Loans extended to
such new maturity date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (D) any other amendments or modifications to this Agreement applicable to such Extended Revolving
Commitments, provided that no such changes or modifications pursuant to this clause (D) shall become effective prior to 

  
 77 













 
the then Latest Maturity Date. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable
Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such
Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.21. 

(b)    Election to Extend. Any Revolving Lender wishing to have all or a portion of its Revolving Commitments under
the Existing Revolving Tranche amended into Extended Revolving Commitments (each, an “Extending Revolving Lender”) specified in the Revolving Extension Request shall notify the Administrative Agent on or prior to the response date
specified in such Revolving Extension Request of the amount of its Revolving Commitments it has elected to be amended (subject to any minimum denomination requirements imposed by the Administrative Agent not to exceed $50,000,000). No Revolving
Lender shall have any obligation to agree to provide any Extended Revolving Commitment pursuant to any Revolving Extension Request. Any Revolving Lender not responding on or prior to such response date shall be deemed to have declined such Revolving
Extension Request. The Administrative Agent shall notify the Borrower and each Revolving Lender under the applicable Existing Revolver Tranche of responses to such Revolving Extension Request. In the event that the aggregate principal amount of
existing Revolving Commitments that the Extending Revolving Lenders have elected to amend pursuant to the relevant Revolving Extension Request exceeds the amount of Extended Revolving Commitments requested by the Borrower, the principal amount of
Extended Revolving Commitments requested by the Borrower shall be allocated to each Extending Revolving Lender in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion. 

(c)    Revolving Extension Amendment. Extended Revolving Commitments shall be established pursuant to an amendment
(each, a “Revolving Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Lender, if any, providing an Extended Revolving Commitment thereunder, which shall be consistent
with the provisions set forth in Sections 2.21(a), (b) and (d) (but which shall not require the consent of any other Lender). The effectiveness of any Revolving Extension Amendment shall be subject to the satisfaction on the date thereof of each of
the conditions set forth in Sections 4.02(a) and (b) (with all references in such Sections to a Borrowing being deemed to be references to such Revolving Extension Request) and receipt of a certificate to that effect and, any other condition as may
be agreed among the Borrower, the Administrative Agent and the Extending Revolving Lenders. The Administrative Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Extension Amendment and the matters specified
therein. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Revolving Extension Amendment, without the consent of any other Lender, to the extent (but only to the extent) necessary
to (i) reflect the existence and terms of the Extended Revolving Commitments incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, in each case, in a manner consistent with the terms of this Section 2.21 and the Required Lenders hereby expressly authorize
the Administrative Agent to enter into any such Revolving Extension Amendment. 

  
 78 













 (d)    Terms of Extended Revolving Commitments. Except as
expressly provided herein, all Extended Revolving Commitments effected pursuant to any Revolving Extension Request and Revolving Extension Amendment shall be subject to the same terms (including borrowing terms, interest terms and payment terms),
and shall be subject to the same conditions as the then existing Revolving Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving
Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Lenders under the then existing Revolving Commitments on or prior to the Closing Date or with respect to any other Extending Revolving Lenders in
connection with any other Extended Revolving Commitments effected pursuant to this Section 2.21); provided, however, that at the election of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended
Revolving Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Revolving Commitments (and related outstandings), which may take effect as of the date of the Revolving Extension Amendment, and
(ii) such other covenants and terms, which in the case of this clause (ii), apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto (immediately prior to
the establishment of such Extended Revolving Commitments). After giving effect to any Extended Revolving Commitment, all borrowings under the Revolving Commitments (including any such Extended Revolving Commitments) and repayments thereunder shall
be made on a pro rata basis (except for (x) any payments of interest and fees at different rates on any Revolving Extension Series (and related Loans thereunder) and (y) repayments required upon the applicable Revolving Credit Maturity
Date of other Revolving Commitments). If a Revolving Extension Amendment has become effective hereunder, not later than the fifth Business Day prior to the Existing Maturity Date the Borrower shall make prepayments of Revolving Loans and shall Cash
Collateralize Letters of Credit, such that, after giving effect to such prepayments and such provision of cash collateral, the aggregate Revolving Credit Exposure as of such date will not exceed the aggregate Extended Revolving Commitments of the
Extended Revolving Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect
thereto, the aggregate Revolving Credit Exposure would exceed the aggregate amount of the Extended Revolving Commitments then in effect). 

(e)    Revolving Extension Series. Any Extended Revolving Commitments effected pursuant to a Revolving Extension
Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments effected from an Existing Revolver
Tranche may, to the extent provided in the applicable Revolving Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolver Tranche. 

  
 79 













 SECTION 2.22    Defaulting Lender. 

(a)    Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i)     Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall
be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ L/C Exposure with respect to such Defaulting Lender in accordance with
Section 2.05(g); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future L/C Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under
this Agreement, in accordance with Section 2.05(g); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of
which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Sections 4.01 and/or 4.02 were satisfied or waived,
such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C
Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Disbursements and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to
Section 2.22(a)(ii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(i)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(ii)     Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting
Lender’s participation in L/C Disbursements and Swingline Loans shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable


  
 80 













 
Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or
release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(iii)     Cash Collateral, Repayment of Swingline Loans. If the reallocation described in Section 2.22(a)(ii)
above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Swingline
Exposure and (y) second, Cash Collateralize the Issuing Banks’ L/C Exposure in accordance with the procedures set forth in Section 2.05(g). 

(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Swingline Lender and Issuing Bank
agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.22(a)(ii)), whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender. 
 (c)    New Swingline Loans/Letters of Credit. So long as any
Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that, after giving effect to such
Swingline Loan or Letter of Credit and the reallocation of all Defaulting Lenders’ participation therein pursuant to Section 2.22(a)(ii), the aggregate Revolving Credit Exposure of all non-Defaulting
Lenders does not exceed the aggregate Revolving Commitments of all non-Defaulting Lenders. 

  
 81 













 ARTICLE III 

Representations and Warranties 

Each of the Borrower and the Parent represents and warrants to the Lenders as of the Closing Date and (except as to representations and
warranties made as of a date certain) as of the date such representations and warranties are deemed to be made under Section 4.02 of this Agreement, that: 

SECTION 3.01    Organization; Powers; Subsidiaries. The Borrower, the Parent and its Material Subsidiaries are duly
organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective
business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, are qualified to do business in, and are in good standing (to the extent
such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Parent on or as of a date no earlier than five Business Days prior to the Closing Date. All of the
outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by the Parent or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable)
and all such shares and other equity interests are owned, beneficially and of record, by the Parent or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any
untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the
Closing Date, there are no outstanding commitments or other obligations of the Parent or any Subsidiary to issue, and no options, warrants or other rights of any Person other than the Parent or any Subsidiary to acquire, any shares of any class of
capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01. 

SECTION 3.02    Authorization; Enforceability. The Transactions are within each Loan Party’s corporate, limited
liability company or partnership powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. The Loan Documents have been duly executed and delivered by each Loan Party party thereto
and constitute a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Debtor
Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

SECTION 3.03    Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force
and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any
applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on
any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such
violation or default could not reasonably be expected to have a Material Adverse Effect. 

  
 82 













 SECTION 3.04    Financial Statements; Financial Condition; No
Material Adverse Change. 
 (a)    The Borrower has heretofore furnished to the Lenders the consolidated balance sheet
and statements of earnings, stockholders equity and cash flows of the Parent, (x) for each of the three fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017 reported on by Deloitte & Touche LLP,
independent public accountants, and (y) as of, and for the fiscal quarter ended, March 31, 2018, certified by its chief financial officer which financial statements present fairly, in all material respects, the consolidated financial
position and results of operations and cash flows of the Parent as of such dates and for such periods in accordance with GAAP. 

(b)    Except as set forth on Schedule 3.04(b), since December 31, 2017, there has been no material adverse
change in the business, assets, properties or financial condition of the Parent and its Subsidiaries, taken as a whole. 

SECTION 3.05    Properties. 

(a)    Each Loan Party has good and marketable title to, or valid leasehold interests in, all its material real and
personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and except where the
failure to have such title or interest could not reasonably be expected to have a Material Adverse Effect. 
 (b)    The
Parent and its Subsidiaries own, or are licensed or possesses the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to the operation of the business of the Parent and its Subsidiaries, taken as a
whole, and, to the knowledge of the Borrower or the Parent, the use thereof by the Parent and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.06    Litigation and Environmental
Matters. 
 (a)    There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower or the Parent, threatened against or affecting the Parent or any of its Subsidiaries as to which there is a reasonable possibility of an adverse determination that could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters). There are no labor controversies pending against or, to the knowledge of the Borrower or the Parent, threatened against or affecting the
Parent or any of its Subsidiaries which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

(b)    Except for the Disclosed Matters and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Parent nor any of its Subsidiaries (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become subject to any pending or known Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability. 

  
 83 













 SECTION 3.07    Compliance with Laws and Agreements. Except as set
forth on Schedule 3.07, each of the Parent and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all agreements and other instruments (excluding
agreements governing Indebtedness) binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.08    Investment Company Status. Neither the Borrower nor any other Loan Party is required to register as
an “investment company” as defined in the Investment Company Act of 1940. 
 SECTION 3.09    Taxes. Each
of the Parent and its Subsidiaries has filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes (including any Taxes in the capacity of a withholding agent) required to have been
paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Parent or such Subsidiary, as applicable, has set aside on its books reserves to the extent required by GAAP or (b) to the
extent that the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

SECTION 3.10    Solvency. On the Closing Date after giving effect to the Transactions, the Parent and its
Subsidiaries, on a consolidated basis, are Solvent. 
 SECTION 3.11    [Reserved]. 

SECTION 3.12    Disclosure. None of the reports, financial statements, certificates or other written information
(excluding any financial projections or pro forma financial information and information of a general economic or general industry nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), when taken as a whole and when taken together with the Parent’s SEC filings at such time, contains as of the date such
statement, information, document or certificate was so furnished 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
misleading. The projections and pro forma financial information contained in the materials referenced above have been prepared in good faith based upon assumptions believed by management of the Parent to be reasonable at the time made, it being
recognized by the Lenders that such financial information is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material
amount. 
 SECTION 3.13    Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will
be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 

  
 84 













 SECTION 3.14    PATRIOT Act. Each of the Loan Parties and each of
their respective Subsidiaries are in compliance, in all material respects, with the Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended. 
 SECTION 3.15    OFAC. 

(a)    Neither the Parent, nor any Subsidiary is (i) a Person whose name appears on the list of Specially Designated
Nationals and Blocked Persons published by OFAC (an “OFAC Listed Person”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as
amended) or a Person whose name appears on any economic sanctions list administered by the European Union (an “EU Listed Person”) or a Person that is the target of European Union economic sanctions; or (ii) a department, agency
or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or any EU Listed Person, or (y) the government of a country the subject of comprehensive U.S. economic
sanctions administered by OFAC (collectively, “OFAC Countries”). 
 (b)    Each of the Borrower and the Parent
represents and covenants that no Loan, nor the proceeds from any Loan, has been or will be used, to lend, contribute, provide or has otherwise been made or will otherwise be made available for the purpose of funding any activity or business in any
OFAC Countries or for the purpose of funding any prohibited activity or business of any Person located, organized or residing in any OFAC Country or who is an OFAC Listed Person or an EU Listed Person, absent valid and effective license and permits
issued by the government of the United States or otherwise in accordance with applicable Laws, or in any other manner that will result in any violation by any Lender, any Arranger or the Administrative Agent of the sanctions administered or enforced
by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended). 
 SECTION 3.16    Beneficial Ownership Certification. The
information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects, as of the date such Beneficial Ownership Certification is delivered. 

  
 85 













 SECTION 3.17    Representations as to Foreign Obligors. Each
Foreign Obligor represents and warrants to the Administrative Agent and the Lenders that: 
 (a)    Such Foreign Obligor
is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the
execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its
property (other than, in case of a Foreign Obligor organized under the laws of the Netherlands, assets located in the Netherlands that are destined for public service and books and records) has any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its
obligations under the Applicable Foreign Obligor Documents. 
 (b)    The Applicable Foreign Obligor Documents are in
proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor
Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any
registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is
not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. 

(c)    [Reserved]. 

(d)    The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign
Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or
(ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable). 

ARTICLE IV 
 Conditions

 SECTION 4.01    Initial Credit Events. The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Letters of Credit on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: 

(a)    The Administrative Agent (or its counsel) shall have received from (i) each party hereto either (A) a
counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such
party has signed a counterpart of this Agreement; 

  
 86 













 (b)    The Administrative Agent shall have received the executed legal
opinions of (i) Cravath, Swaine & Moore LLP, special New York counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, (ii) Morgan, Lewis & Bockius LLP, special Pennsylvania counsel to the
Borrower, and (iii) NautaDutilh N.V., special Dutch counsel to the Parent, each in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions; 

(c)    The Administrative Agent shall have received such customary closing documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the Parent, the authorization of the
Transactions and any other legal matters relating to the Borrower, the Parent, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; 

(d)    The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially
concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated;

 (e)    The Administrative Agent shall have received a certificate attesting to the Solvency of the Parent and its
Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Parent; 

(f)    (i) The Lenders shall have received on or prior to the Closing Date all documentation and other information
reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Lenders to comply with the Act and (ii) the Lenders shall have received at least two business days prior to the Closing Date a
Beneficial Ownership Certification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; 

(g)    The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or
prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder; 
 (h)    The Administrative Agent shall have received Notes executed by the Borrower in favor of
each Lender requesting Notes at least three Business Days prior to the Closing Date; and 

  
 87 













 (i)    The Administrative Agent shall have received a certificate signed
by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that, except as set forth on Schedule 3.04(b), there has been no event or
circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 

Without limiting the generality of the provisions of the last sentence of clause (c) of Article VIII, for purposes of determining
compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document 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 Closing Date specifying its objection thereto. 

SECTION 4.02    Subsequent Credit Events. The obligation of each Lender to make a Loan on the occasion of any
Borrowing (but not a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each case, following the Closing Date is subject to the satisfaction of the following conditions: 

(a)    The representations and warranties of the Borrower and the Parent set forth in this Agreement and the other Loan
Documents shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing or the date
of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all
material respects as of any such earlier date and (ii) the representations and warranties set forth in Section 3.04(b) and 3.06 shall not be required to be made for any Credit Event following the Closing Date (but shall be required to be
made on the date any Increased Commitments are established). 
 (b)    At the time of and immediately after giving
effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the
Borrower and the Parent on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02. 

  
 88 













 ARTICLE V 

Affirmative Covenants 

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated or been Cash Collateralized on terms satisfactory to the Issuing Bank and all L/C Disbursements shall have been reimbursed, each of the Borrower and the Parent covenants
and agrees with the Lenders that: 
 SECTION 5.01    Financial Statements and Other Information. The Borrower will
furnish to the Administrative Agent (who shall promptly furnish a copy to each Lender): 
 (a)    as soon as available,
but in any event within ninety (90) days after the end of each fiscal year of the Parent, commencing with the fiscal year ending December 31, 2017, the audited consolidated balance sheet of the Parent and its Consolidated Subsidiaries and
related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP
or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements present fairly in all material respects the financial position and results of operations of the Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP; 

(b)    as soon as available, but in any event within forty-five (45) days after the end of each of the first three
fiscal quarters of each fiscal year of the Parent, commencing with the fiscal quarter ending June 30, 2018, the unaudited consolidated balance sheet of the Parent and its Consolidated Subsidiaries and related statements of operations and cash
flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial position and results of operations of the Parent and its Consolidated Subsidiaries on a consolidated
basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; 

(c)    concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate
substantially in the form of Exhibit E executed by a Financial Officer (x) certifying as to whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default has occurred and is continuing and, if so,
specifying the details thereof and any action taken or proposed to be taken with respect thereto; and (y) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07; 

(d)    [reserved]; 

(e)    promptly after the same become publicly available, copies of all annual, quarterly and current reports and proxy
statements filed by the Parent or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC; and 

(f)    promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of the Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. 

Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered
if such statements and information shall have been posted by the Parent on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website
pursuant to the EDGAR system. 

  
 89 













 The Borrower acknowledges that (a) the Administrative Agent will make available
information to the Lenders by posting such information on DebtDomain, IntraLinks, Syndtrak, ClearPar, or similar electronic means 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 Parent, its Subsidiaries or their securities) (each, a “Public Lender”). The Borrower agrees to identify that portion of the information to be
provided to Public Lenders hereunder as “PUBLIC” and that such information will not contain material non-public information relating to the Parent or its Subsidiaries (or any of their securities).

 SECTION 5.02    Notices of Material Events. The Borrower will furnish to the Administrative Agent (for prompt
notification to each Lender) prompt (but in any event within five (5) Business Days) written notice after any Financial Officer obtains knowledge of the following: 

(a)    the occurrence of any continuing Default; 

(b)    the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting the Parent or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect; and 

(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect. 
 Each notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower or the Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 5.03    Existence; Conduct of Business. The Borrower and the Parent will, and will cause each of its
Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct
of its business, except, in the case of the preceding clause (ii), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any transaction that
is not otherwise prohibited under Section 6.03. 
 SECTION 5.04    Payment of Obligations. The Parent
will, and will cause each of its Subsidiaries to, pay its obligations (other than Indebtedness), including Tax liabilities, before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being
contested in good faith by appropriate proceedings and (ii) the Parent or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP or (b) the failure to make payment could not reasonably be
expected to, individually or in the aggregate, result in a Material Adverse Effect. 

  
 90 













 SECTION 5.05    Maintenance of Properties; Insurance. The
Borrower and the Parent will, and will cause each of its Material Subsidiaries to, (a) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted and casualty or
condemnation excepted, except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies or through self-insurance, insurance in such
amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. 

SECTION 5.06    Inspection Rights. The Parent will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or, during the continuance of an Event of Default, any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its senior officers and use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and condition of the Parent, all at such reasonable times and
as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements and to the extent the Parent reasonably determines that such inspection, examination or discussion will not violate or
result in the waiver of any attorney-client privilege; provided that (i) the Lenders will conduct such requests for visits and inspections through the Administrative Agent and (ii) unless an Event of Default has occurred and is
continuing, such visits and inspections can occur no more frequently than once per year. The Administrative Agent and the Lenders shall give the Parent the opportunity to participate in any discussions with the Parent’s independent accountants.

 SECTION 5.07    Compliance with Laws. The Parent will, and will cause each of its Subsidiaries to, comply
with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. 
 SECTION 5.08    Use of Proceeds and Letters of Credit. The proceeds
of Loans and other Credit Events will be used to finance the working capital needs, and for general corporate purposes (including refinancing of existing Indebtedness, acquisitions and other investments), of the Parent, the Borrower and its
Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 

SECTION 5.09    Guarantees. (a) In the event that any Subsidiary of the Parent incurs (as co-borrower or co-issuer with the Borrower or the Parent, as applicable) or guarantees any Indebtedness of the Borrower or any Indebtedness of the Parent, owed to a Person
other than the Borrower, the Parent or any Subsidiary, in excess of an aggregate principal amount of $500,000,000 for all such Indebtedness of such Subsidiary with respect to the Borrower or the Parent, as applicable, then the Parent or the Borrower
shall cause each such Subsidiary to Guarantee the Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall cause each such Subsidiary to deliver to the Administrative Agent (A) a
joinder to this Agreement in the form attached as Exhibit F, (B) all documents and other information reasonably requested by the Lenders in order to allow the 

  
 91 













 
Lenders to comply with the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect
local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws (it being understood that any such guarantee of
Indebtedness by such Subsidiary shall be subject to the provisions of Section 6.01 of this Agreement); provided that, in no event shall a Subsidiary of the Parent that is not a Guarantor of the Obligations or does not Guarantee the
Indebtedness of the Parent be required to provide a Guarantee of the Obligations if the Borrower or the Parent reasonably determines that such Guarantee is prohibited by, or would be unduly burdensome under, applicable Laws or would result in an
adverse tax consequence to the Parent, the Borrower or any of its Subsidiaries, provided further that, in the event that the Administrative Agent receives evidence reasonably satisfactory to it that any such Guarantor has been released
from such obligations in excess of an aggregate principal amount of $500,000,000 for all such Indebtedness of such Subsidiary, then at the request of the Borrower, such Guarantor shall be released from the Guarantee Agreement (and for the avoidance
of doubt, such release shall not require the approval of the Lenders) so long as at the time of and after giving effect to such release, all of such Guarantor’s then outstanding Indebtedness would then be permitted to be incurred at such time
under Section 6.01 (other than, in the case of the Parent, Section 6.01(p)) (treating, for this purpose, all Indebtedness of such Guarantor as being incurred at the time of such release). 

(b)    [Reserved]. 

ARTICLE VI 
 Negative Covenants

 From the Closing Date until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees
payable hereunder have been paid in full and all Letters of Credit have expired or terminated or been Cash Collateralized on terms satisfactory to the Issuing Bank and all L/C Disbursements shall have been reimbursed, each of the Borrower and the
Parent covenants and agrees with the Lenders that: 
 SECTION 6.01    Indebtedness. The Parent will not permit any
Subsidiary that is not a Loan Party to create, incur, assume or permit to exist any Indebtedness, except: 

(a)    Indebtedness created under the Loan Documents; 

(b)    Indebtedness existing on the Closing Date and set forth in Schedule 6.01 or that could be incurred on the
Closing Date pursuant to commitments set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) 

(c)    (i) Indebtedness of any Subsidiary that is not a Loan Party owing to (x) a Loan Party or (y) any other
Subsidiary; and (ii) Guarantees of Indebtedness of any Loan Party or any Subsidiary by any other Subsidiary, to the extent such Indebtedness is otherwise permitted under this Agreement; 

(d)    (i) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed
or capital assets, including Capital Lease Obligations 

  
 92 













 
and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (A) such
Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair, replacement or improvement and (B) the aggregate principal amount of Indebtedness permitted
by this clause (d) shall not exceed the greater of (x) $375,000,000 and (y) 1.05% of Consolidated Total Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which
financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by clause (i) of this clause (d); 

(e)    Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar
instruments issued or incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house
transfers, 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; 
 (f)    Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the
Attributable Receivables Indebtedness thereunder shall not exceed at any time outstanding (x) $600,000,000, in the case of all Domestic Subsidiaries and (y) $250,000,000, in the case of all other Subsidiaries; 

(g)    Indebtedness under Swap Agreements entered into in the ordinary course of business and not for speculative
purposes; 
 (h)    Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or
performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments
supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; 
 (i)    Indebtedness
in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII; 

(j)    Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations,
obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.05 or 6.03; 

(k)    Indebtedness in respect of letters of credit denominated in currencies other than Dollars in an aggregate amount
outstanding not to exceed the greater of the foreign currency equivalent of (x) $325,000,000 and (y) 0.85% of Consolidated Total Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred
for which financial statements have been delivered pursuant to Section 5.01(a) or (b); 
 (l)    Indebtedness in
respect of card obligations, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; 

  
 93 













 (m)    Indebtedness consisting of (x) the financing of insurance
premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary
course of business; 
 (n)    Foreign Jurisdiction Deposits; 

(o)    (i) so long as the Parent is in compliance with Section 6.07 on a Pro Forma Basis as of the last day of the
most recently completed Test Period (for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), other Indebtedness in an aggregate amount, when aggregated with the amount of Indebtedness of the Loan Parties secured
by Liens pursuant to Section 6.02(r), not to exceed the greater of (x) $1,550,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is
incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) Permitted Refinancing Indebtedness in respect of Indebtedness permitted by clause (i) of this clause (o); 

(p)    (i) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and not created in contemplation
thereof; provided that, after giving effect to the acquisition of such Person, on a Pro Forma Basis, the Parent would be in compliance with Section 6.07 as of the last day of the most recent fiscal year or fiscal quarter for which
financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (p); 

(q)    Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of
Credit; 
 (r)    Indebtedness in respect of Investments permitted by Section 6.05(q); 

(s)    all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or
contingent interest on obligations described in clauses (a) through (r) above; 
 (t)    any joint and several
liability arising by operation of Law as a result of the existence of a fiscal unity (fiscale eenheid) for Dutch tax purposes or its equivalent in any other relevant jurisdiction of which any Subsidiary is or has been a member; and

 (u)    any Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Netherlands Civil
Code (Burgerlijk Wetboek) in respect of a group company of the Parent and any residual liability with respect to such guarantees arising under Section 2:404 of the Netherlands Civil Code. 

SECTION 6.02    Liens. The Parent will not, and will not permit any Subsidiary to, create, incur, assume or permit to
exist any Lien on any Property now owned or hereafter acquired by it, except: 
 (a)    Permitted Encumbrances; 

  
 94 













 (b)    any Lien on any Property of the Parent or any Subsidiary existing
on the Closing Date and set forth in Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other Property of the Parent or any other Subsidiary other
than (A) improvements and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and
(ii) such Lien shall secure only those obligations which it secures on the Closing Date and any Permitted Refinancing Indebtedness in respect thereof; 

(c)    any Lien existing on any Property prior to the acquisition thereof by the Parent or any Subsidiary or existing on
any Property of any Person that becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other Property of the Parent or any other Subsidiary (other than the proceeds or products of the Property covered by such Lien and other than improvements
and after-acquired property that is affixed or incorporated into the Property covered by such Lien) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a
Subsidiary, as the case may be, and Permitted Refinancing Indebtedness in respect thereof; 
 (d)    (i) Liens on fixed
or capital assets acquired, constructed, repaired, replaced or improved by the Parent or any Subsidiary; provided that (i) such security interests secure Indebtedness incurred to fund the acquisition of such assets in an aggregate
principal amount not to exceed the greater of $400,000,000 and 1.05% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have
been delivered pursuant to Section 5.01(a) or (b) (or any Permitted Refinancing Indebtedness in respect of the foregoing)), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within two hundred seventy
(270) days after such acquisition or the completion of such construction, repair or replacement or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other Property of the Parent or any Subsidiary, except for accessions to such fixed or capital assets covered by such Lien, Property financed by such Indebtedness and the proceeds
and products thereof; provided further that individual financings of fixed or capital assets provided by one lender may be cross-collateralized to other financings of fixed or capital assets provided by such lender; 

(e)    rights of setoff and similar arrangements and Liens in favor of depository and securities intermediaries to secure
obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank
accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing); 

(f)    Liens on Receivables and Permitted Receivables Facility Assets securing Indebtedness arising under Permitted
Receivables Facilities; provided that a Lien shall be permitted to be incurred pursuant to this clause (f) only if at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such
Lien) by Liens outstanding pursuant to this clause (f) would not exceed (x) $600,000,000, in the case of all Domestic Subsidiaries and (y) $250,000,000, in the case of all other Subsidiaries; 

  
 95 













 (g)    Liens (i) on “earnest money” or similar deposits
or other cash advances in connection with acquisitions permitted by Section 6.05 or (ii) consisting of an agreement to dispose of any Property in a disposition permitted under this Agreement including customary rights and restrictions
contained in such agreements; 
 (h)    Liens on cash, cash equivalents or other assets securing Indebtedness permitted
by Section 6.01(g); 
 (i)    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 the Parent or any Subsidiary or (ii) secure any Indebtedness; 

(j)    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; 
 (k)    Liens (i) of a collection
bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred
in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits; 

(l)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods
entered into by a Loan Party or any Subsidiary in the ordinary course of business; 
 (m)    Liens deemed to exist in
connection with Investments in repurchase agreements permitted under Section 6.05; 
 (n)    rights of setoff
relating to purchase orders and other agreements entered into with customers of the Parent or any Subsidiary in the ordinary course of business; 

(o)    ground leases in respect of real property on which facilities owned or leased by the Parent or any of its
Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Parent or any Subsidiary; 

(p)    Liens on equipment owned by the Parent or any Subsidiary and located on the premises of any supplier and used in
the ordinary course of business and not securing Indebtedness; 
 (q)    any restriction or encumbrance with respect to
the pledge or transfer of the Equity Interests of a joint venture; 
 (r)    Liens not otherwise permitted by this
Section 6.02, provided that a Lien shall be permitted to be incurred pursuant to this clause (r) only if at the time such Lien is incurred the aggregate principal amount of Indebtedness secured at such time (including such Lien) by


  
 96 













 
Liens outstanding pursuant to this clause (r) (when taken together, without duplication, with the amount of obligations outstanding pursuant to Section 6.01(o)) would not exceed the greater
of (x) $1,550,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to
Section 5.01(a) or (b) (or any Permitted Refinancing Indebtedness in respect of the foregoing); 
 (s)    Liens on
any Property of the Parent or any Subsidiary in favor of the Parent or any other Subsidiary; 
 (t)    Liens on specific
items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods; 
 (u)    Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases or consignments entered into by the Parent and its Subsidiaries in the ordinary course of business; 

(v)    Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers; 

(w)    Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the
applicable unpaid insurance premiums under the insurance policy related to such insurance premium financing arrangement; 

(x)    Liens on Cash Equivalents deposited as Cash Collateral on Letters of Credit as contemplated by this Agreement; 

(y)    Liens on any Property of any Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary that is
otherwise permitted under Section 6.01; 
 (z)    Liens on equity interests of any Person formed for the purposes
of engaging in activities in the renewable energy sector (including refined coal) that qualify for federal tax benefits allocable to the Parent and its Subsidiaries in which the Parent or any Subsidiary has made an investment and Liens on the rights
of the Parent and its Subsidiaries under any agreement relating to any such investment; 
 (aa)    any Lien including
any netting or set-off, arising by operation of Law as a result of the existence of a fiscal unity (fiscale eenheid) for Dutch tax purposes of which any Subsidiary is or has been a member; and 

(bb)    Liens over bank accounts arising under articles 24 or 25 of the general terms and conditions (Algemene
Bankvoorwaarden) of any member of the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions. 

  
 97 













 SECTION 6.03    Fundamental Changes. The Borrower and the Parent
will not merge into or consolidate with or transfer all or substantially all of its assets to any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower or Parent may be consolidated with or merged into any Person; provided that any Investment in connection therewith is otherwise
permitted by Section 6.05; and provided further that, simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Borrower is merged shall expressly assume all obligations of the
Borrower or the Parent, as applicable, under the Loan Documents, (y) the Person formed by such consolidation or into which the Borrower or Parent is merged shall be a corporation organized under the laws of either (x) a State in the United
States, (y) the jurisdiction of organization of the Parent or (z) a Permitted Jurisdiction (provided, that, at such time, each Lender shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable
extensions of credit to such Person in such Permitted Jurisdiction in accordance with the terms of this Agreement and the other Loan Documents) and shall take all actions as may be required to preserve the enforceability of the Loan Documents and
(z) the Borrower or the Parent, as applicable, 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 comply
with this Agreement. 
 SECTION 6.04    Restricted Payments. The Parent will not, and will not permit any of its
Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Parent or any Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable
solely in additional shares of its Qualified Equity Interests or options to purchase Qualified Equity Interests; (b) Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests; (c) the Parent or
any Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for present or former officers, directors, consultants or employees of the Parent and its Subsidiaries in an amount not to
exceed $20,000,000 in any fiscal year (with any unused amount of such base amount available for use in the next succeeding fiscal year); (d) the Parent or any Subsidiary may make Restricted Payments so long as no Event of Default has occurred
and is continuing; (e) repurchases of Equity Interests in any Loan Party or any 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; (f) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Parent;
(g) payments made to exercise, settle or terminate any Permitted Warrant Transaction (A) by delivery of the Parent’s common stock, (B) by set-off against the related Permitted Bond Hedge
Transaction, or (C) with cash payments in an aggregate amount not to exceed the aggregate amount of any payments received by the Parent or any of its Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond
Hedge Transaction; (h) payments made in connection with any Permitted Bond Hedge Transaction; and (i) the Parent or any Subsidiary may make Restricted Payments pursuant to the arrangements set forth in Schedule 6.04. 

SECTION 6.05    Investments. The Parent will not, and will not allow any of its Subsidiaries to make or hold any
Investments, except: 
 (a)    Investments by the Parent or a Subsidiary in cash and Cash Equivalents; 

  
 98 













 (b)    loans or advances to officers, directors, consultants and
employees of the Parent and the 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 the Parent, provided that the amount of such loans and advances shall be contributed to the Parent in cash as common equity, and (iii) for purposes not described in the foregoing subclauses (i) and (ii), in an aggregate
principal amount outstanding not to exceed $10,000,000; 
 (c)    Investments by the Parent or any Subsidiary in the
Parent or any Subsidiary; 
 (d)    (i) 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 (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from
financially troubled account debtors and other credits to suppliers in the ordinary course of business or 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; 

(e)    (i) Investments existing or contemplated on the Closing Date and set forth on Schedule 6.05(e) and any
modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Parent or any Subsidiary in the Parent or any other Subsidiary and any modification, renewal or extension thereof;
provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.05; 

(f)    Investments in Swap Agreements in the ordinary course of business; 

(g)    Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and
lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; 

(h)    Investments in the ordinary course of business consisting of endorsements for collection or deposit; 

(i)    Investments in the ordinary course of business consisting of the licensing or contribution of intellectual property
pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons; 

(j)    any Investment; provided that no Event of Default has occurred and is continuing at the time such Investment
is made; 
 (k)    advances of payroll payments, fees or other compensation to officers, directors, consultants or
employees, in the ordinary course of business; 

  
 99 













 (l)    Investments to the extent that payment for such Investments is
made solely with Qualified Equity Interests of the Parent; 
 (m)    lease, utility and other similar deposits in the
ordinary course of business; 
 (n)    [reserved;] 

(o)    customary Investments in connection with Permitted Receivables Facilities; 

(p)    Permitted Bond Hedge Transactions which constitute Investments; 

(q)    Investments in limited liability companies formed for the purposes of engaging in activities in the renewable
energy sector (including refined coal) that qualify for Federal tax benefits allocable to the Parent and its Subsidiaries, including capital contributions and purchase price payments in respect thereof, so long as the Parent determines in good faith
that the amount of such tax benefits is expected to exceed the amount of such Investments; provided that, in the event that all Investments made in reliance on this clause (q) exceeds $125,000,000 in any fiscal year of the Parent, the
Parent shall promptly provide the Administrative Agent with a certificate signed by a Financial Officer setting forth a reasonably detailed calculation of the amount of such Investments made (or to be made) in such fiscal year and the expected tax
benefits from such Investments; and 
 (r)    Investments resulting from the receipt of promissory notes and other non-cash consideration in connection with any disposition not prohibited under this Agreement or Restricted Payments permitted by Section 6.04, so long as no Event of Default has occurred and is continuing at
the time of such agreement relating to such disposition or Restricted Payment. 
 SECTION 6.06    Transactions with
Affiliates. The Parent will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of
its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Parent or such Subsidiary (in the good faith determination of the Parent) as could reasonably be obtained on an
arm’s-length basis from unrelated third parties, (b) transactions between or among the Parent and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not
involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity
on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Parent or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business,
(e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in
Schedule 6.06, in each case, with officers, directors, consultants and employees of the Parent or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment
thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Parent), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of
Qualified Equity Interests of the Parent and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Parent 

  
 100 













 
or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any
registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of,
or the performance by the Parent or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the
extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Parent) than any of such documents and agreements as in effect on the Closing Date, (k) consulting
services to joint ventures in the ordinary course of business and any other transactions between or among the Parent, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients,
suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables
Transaction, (n) the provision of services to directors or officers of the Parent or any of its Subsidiaries of the nature provided by the Parent or any of its Subsidiaries to customers in the ordinary course of business and
(o) transactions approved by the Audit Committee of the Board of Directors of the Parent in accordance with the Parent’s policy regarding related party transactions in effect from time to time. 

SECTION 6.07    Financial Covenant. The Parent will not permit the Consolidated Leverage Ratio as of the last
day of any fiscal quarter (x) ended after December 31, 2019
and on or prior to March 31, 2020 to exceed 3.75 to
1.00, (y) ended on June 30, 2020, on September 30, 2020 and on December 31,
2019,2020
 to exceed 4.25 to 1.00 and
(yz) ended after December 31, 2019,2020 to exceed 3.75 to 1.00; provided that in lieu of the
foregoing, for any such date occurring after a Qualified Acquisition, on or prior to the last day of the third full fiscal quarter of the Parent after the consummation of such Qualified Acquisition, the Parent will not permit the Consolidated
Leverage Ratio as of such date to exceed 4.25 to 1.00. 
 SECTION 6.08    Lines of Business. The
Parent will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business substantially different from the businesses of the type conducted by the Parent and its Subsidiaries on the date of execution of this
Agreement and businesses reasonably related, ancillary or complementary thereto and reasonable extensions thereof. 
 ARTICLE VII 

Events of Default 
 If any
of the following events (each an “Event of Default”) shall occur and be continuing: 
 (a)    the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise; 

  
 101 













 (b)    the Borrower shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five
(5) Business Days; 
 (c)    any representation or warranty made or deemed made by or on behalf of the Parent, the
Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document required to be
delivered in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 

(d)    the Borrower or the Parent shall fail to observe or perform any covenant, condition or agreement contained in
Section 5.03(i) (as to the Borrower’s or the Parent’s existence) or Article VI; 
 (e)    any Loan Party,
as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue
unremedied for a period of thirty (30) days after written notice thereof from the Administrative Agent to the Borrower; 

(f)    (i) any Loan Party or any Material Subsidiary shall fail to make any payment (whether of principal or interest and
regardless of amount) in respect of any Material Indebtedness (other than any Swap Agreement), when and as the same shall become due and payable, or if a grace period shall be applicable to such payment under the agreement or instrument under which
such Indebtedness was created, beyond such applicable grace period; or (ii) the occurrence under any Swap Agreement of an “early termination date” (or equivalent event) of such Swap Agreement resulting from any event of default or
“termination event” under such Swap Agreement as to which any Loan Party or any Material Subsidiary is the “defaulting party” or “affected party” (or equivalent term) and, in either event, the termination value with
respect to any such Swap Agreement owed by any Loan Party or any Material Subsidiary as a result thereof is greater than $200,000,000 and any Loan Party or any Material Subsidiary fails to pay such termination value when due after applicable grace
periods. 
 (g)    the Borrower, the Parent or any Subsidiary shall default in the performance of any obligation in
respect of any Material Indebtedness or any “change of control” (or equivalent term) shall occur with respect to any Material Indebtedness, in each case, that results in such Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits (with or without the giving of notice, the lapse of time or both, but after giving effect to any applicable grace period) the holder or holders of such Material Indebtedness or any trustee or agent on its or their
behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (other than solely in Qualified Equity Interests); provided that this clause
(g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets; or
(ii) any “change of control” put arising as a result of any acquisition of any Acquired Entity or Business or any of its subsidiaries so long as any such Indebtedness that is put in accordance with the terms of such Indebtedness is
paid as required by the terms of such Indebtedness; 

  
 102 













 (h)    an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization, moratorium, bankruptcy, dissolution or other relief in respect of any Loan Party or any Material Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator (bewindvoerder), trustee in
bankruptcy (curator) or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for sixty (60) days
or an order or decree approving or ordering any of the foregoing shall be entered; 
 (i)    any Loan Party or any
Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, moratorium, bankruptcy, dissolution or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator, administrator (bewindvoerder), trustee in bankruptcy (curator) or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action for the purpose of effecting any of the foregoing; 

(j)    any Loan Party or any Material Subsidiary shall become generally unable, admit in writing its inability generally
or fail generally to pay its debts as they become due; 
 (k)    one or more final,
non-appealable judgments for the payment of money in an aggregate amount in excess of $200,000,000 (to the extent due and payable and not covered by insurance as to which the relevant insurance company has not
denied coverage) shall be rendered against any Loan Party, any Material Subsidiary or any combination thereof and the same shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not be
paid, bonded or effectively stayed; 
 (l)    an ERISA Event shall have occurred that, when taken together with all
other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; 
 (m)    a
Change in Control shall occur; 
 (n)    at any time any material provision of any Guarantee Agreement, 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 6.03) or as a result of acts or omissions by the Administrative Agent
or any Lender or the satisfaction in full of all the Obligations or pursuant to the provisions of Section 5.09, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any
Guarantee Agreement; or any Loan Party denies in writing that it has any further liability or obligations under 

  
 103 













 
any Guarantee Agreement (other than as a result of repayment in full of the Obligations and termination of the Commitments or pursuant to the proviso set forth in Section 5.09(a)), or
purports in writing to revoke or rescind any Guarantee Agreement, in each case with respect to a material provision of any such Guarantee Agreement, 

then, and in every such event (other than an event with respect to the Borrower or the Parent described in clause (h) or (i) of this Article), and at any
time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and
under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower
described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under
the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 

ARTICLE VIII 
 The
Administrative Agent 
 (a)    Each of the Lenders and the Issuing Banks hereby irrevocably appoints Bank of America
as its agent and authorizes Bank of America to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and the Loan Parties shall not have rights as a third party beneficiary of any of such
provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

(b)    The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include
the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

  
 104 













 (c)    The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or by the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Loan Parties or any of their Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith shall be necessary, under the circumstances as provided herein) or in the absence of its own bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default thereof is given to the Administrative Agent by the Borrower, a Lender or the Issuing Bank, and the
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or
the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth
in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

(d)    The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder 

  
 105 













 
to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan
or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 (e)    The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such subagent
may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines
in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

(f)    (i) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and
the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower and (unless an Event of Default under clause (a), (b), (h) or (i) of Article VII shall have occurred and
be continuing) with the consent of the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with
an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such
earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a
successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

(ii)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of
the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent, and the Borrower in consultation with the Lenders shall,
unless an Event of Default shall have occurred and be continuing, in which case the Required Lenders in consultation with the Borrower shall, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States; provided that, without the consent of the Borrower (not to be unreasonably withheld), the Required Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in
Treasury Regulation Section 1.1441-1(b)(2)(ii) 

  
 106 













 
or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been so appointed
and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date. 
 (iii)    With effect from the Resignation Effective Date or the
Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other
amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank
directly, until such time, if any, of the appointment of a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation
Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Loan Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or removed
Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. 

(iv)    Any resignation by Bank of America as Administrative Agent pursuant to this clause (f) shall
also constitute its resignation as an Issuing Bank and Swingline Lender. If Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as Issuing Bank and all Obligations in respect of Letters of Credit 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 2.05(c). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline 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 Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor
Issuing Bank or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender and shall expressly agree to assume such role), (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as applicable, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their 

  
 107 













 
respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

(g)    Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

(h)    [Reserved]. 

(i)    The Lenders irrevocably agree that any Guarantor shall be automatically released from its obligations under the
applicable Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required by
Section 9.02) will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guarantee pursuant to this paragraph (i). 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 of such Guarantor from its
obligations under the applicable Guarantee. 
 (j)    Anything herein to the contrary notwithstanding, none of the
Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank
hereunder. 
 (k)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party
hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of
the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i)    such Lender is not using “plan assets” (within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans
in connection with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
the Letters of Credit or, the Commitments or this Agreement, 

  
 108 













 (ii)    the transaction exemption set forth in one or
more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption
for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


(iii)    
(1A) such Lender is an
investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14),
(2B) such
Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (3C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE
84-14- 14 and (4D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or 

(iv)    such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender. 

(l)    In addition, unless either
(1) sub-clause (i) in the immediately preceding
subsectionclause (k) is
 true with respect to a Lender or such(2) a Lender has not provided another representation, warranty and
covenant as provided in
accordance with sub-clause (iv) in the immediately preceding
subsectionclause (k),
 such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and each Arranger and their respective
Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: (i) none of the Administrative Agent or any Arranger or any of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or
thereto),:

 (ii) the Person making the investment decision
on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent and is a bank, an insurance carrier, an investment
adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, 

  
 109 













 (iii) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating
investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), 

(iv) the Person making the investment decision on behalf of
such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans,
the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v)(l) no fee or other compensation is
being paid directly to the Administrative Agent or any Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement. 
 (m)    The Administrative Agent and each
Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (x) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (y) may
recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (z) may receive fees or
other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees,
administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees,
breakage or other early termination fees or fees similar to the foregoing. 
 ARTICLE IX 

Miscellaneous 

SECTION 9.01    Notices. 

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopier as follows, 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 any Loan Party, the Administrative Agent, the Issuing Bank or the Swingline Lender, to the
address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 9.01; and 

  
 110 













 (ii)    if to any other Lender, to the address,
telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. 
 Notices and other communications sent by
hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the
extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b)    Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder
may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the
website address therefor. 
 (c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE INFORMATION. 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any
Loan Party, any Lender, the Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of such Loan Party’s or the Administrative Agent’s
transmission of Borrower Materials or notices through the platform, any other electronic 

  
 111 













 
platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party,
any Lender, the Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

(d)    Change of Address, Etc. Each of the Borrower (with respect to the notice address for the Loan Parties), the
Administrative Agent, the Issuing Bank and the Swingline Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender. Furthermore, 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 Borrower Materials 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 any Loan Party or any of their securities for purposes of United States Federal or state securities laws. 

(e)    Reliance by Administrative Agent, Issuing Bank and Lenders. The Administrative Agent, the Issuing Bank and
the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests and Swingline Loan Notices) purportedly given by or on behalf of the Loan Parties 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. Each Loan Party shall indemnify
the Administrative Agent, the Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of such Loan
Party unless due to such Person’s gross negligence or willful misconduct. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording. 
 SECTION 9.02    Waivers; Amendments. 

(a)    No failure or delay by the Administrative Agent, any Issuing Bank 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, the Issuing Banks and the Lenders hereunder and under the other Loan 

  
 112 













 
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, 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 Issuing Bank may have had notice or
knowledge of such Default at the time. 
 (b)    Except as otherwise set forth in this Agreement or any other Loan
Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, that no such agreement shall (i) 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 4.02 or the waiver of any Default or mandatory prepayment shall not constitute an increase of any Commitment of any Lender,
(ii) reduce the principal amount of any Loan or L/C Advance or reduce the rate of interest or premium thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, it being understood that
any change to the definition of “Consolidated 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
Section 2.12(c) or to waive any obligation of the Borrower to pay interest at the rate set forth therein, (iii) postpone the scheduled date of payment of the principal amount of any Loan or L/C Advance, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, 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, (iv) change Section 2.17(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section, the definition of “Required Lenders” or the definition of
“Alternative Currencies” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder without the written
consent of each Lender or (vi) release all or substantially all of the Guarantors from their obligations under any Guarantee Agreement (other than pursuant to the proviso set forth in Section 5.09(a)), without the consent of each Lender;
provided further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be and (2) the Administrative Agent and the Borrower may, with the consent of the other but without the consent of any other Person, amend, modify or
supplement this Agreement and any other Loan Document to cure any ambiguity, typographical or technical error, defect or inconsistency. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder which does not require the consent of each affected 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 less than all affected Lenders). 

  
 113 













 Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended
(or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) 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 Revolving Credit Exposures and the accrued interest and fees in respect thereof and
(ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 

SECTION 9.03    Expenses; Indemnity; Damage Waiver. 

(a)    The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers
and the Administrative Agent, collectively (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any
Lender, including the reasonable and documented fees, charges and disbursements of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction, regulatory counsel and one additional counsel for each party in the event of a
conflict of interest), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including
all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b)    The Borrower shall indemnify the Administrative Agent, the Arrangers, each Issuing Bank and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel
in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of a conflict of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand


  
 114 













 
do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether brought by the Borrower, its equityholders or any
third party; 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 (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons (such persons, the “Related
Indemnitee Parties”), (B) the material breach of this Agreement or any other Loan Document by such Indemnitee or any of its Related Indemnitee Parties or (C) any dispute solely among Indemnitees (other than any dispute involving claims
against the Administrative Agent, any Arranger, the Swingline Lender or any Issuing Bank, in each case in its capacity as such) and not arising out of any act or omission of the Borrower or any of its Affiliates. In addition, such indemnity shall
not, as to any Indemnitee, be available with respect to any settlements effected without the Borrower’s prior written consent. 

(c)    To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. 

(d)    To the extent permitted by applicable Laws, no party hereto shall assert, and each party hereto hereby waives, any
claim against any other party hereto and any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that this clause (d) shall in no way limit the
Borrower’s indemnification obligations set forth in this Section 9.03. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent that
such damages 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. 

(e)    All amounts due under this Section shall be payable not later than fifteen (15) days after written demand
therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to
indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03. 

  
 115 













 SECTION 9.04    Successors and Assigns. 

(a)    Successors and Assigns Generally. 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 the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this
Section (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 subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b)    Assignments by
Lenders. Any Lender (the “Existing Lender”) may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C Disbursement and in Swingline Loans) at the time owing to it) (each such assignee being a “New Lender”); provided that any such assignment shall be subject
to the following conditions: 
 (i)    Minimum Amounts. 

(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitments and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that (x) until the interpretation of
the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation (EU 575/2013)) has been published by the competent authority, the value of the rights assigned or transferred is at least €100,000 (or


  
 116 













 
its equivalent in another currency) or (y) as soon as the interpretation of the term “public” has been published by the competent authority, the Lender is not considered to be part
of the public on the basis of such interpretation. 
 (ii)    Proportionate Amounts. Each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment of the Class being assigned, except that this clause
(ii) shall not (A) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of any Class of
Loans or commitments provided hereunder and any other Class of Loans or Commitment provided hereunder on a non-pro rata basis; 

(iii)    Required Consents. No consent shall be required for any assignment except to the extent
required by subsection (b)(i)(B) of this Section and, in addition: 
 (A)    the consent of the Borrower
(such consent not to be unreasonably withheld or delayed) shall be required unless an Event of Default pursuant to clause (a), (b), (h) or (i) of Article VII has occurred and is continuing at the time of such assignment or the assignment is
made by a Lender to its Affiliate; provided 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 consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment unless the assignment is to a Lender or its Affiliate; 

(C)    the consent of each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be
required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D)    the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall
be required for any assignment in respect of the Revolving Credit Facility. 
 (iv)    Assignment and
Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and
any tax forms required by Section 2.16(e). 
 (v)    No Assignment to Loan Parties. No such
assignment shall be made to any Loan Party or any Loan Party’s Affiliates or Subsidiaries. 

  
 117 













 (vi)    No Assignment to Natural Persons. No such
assignment shall be made to a natural person. 
 (vii)    Certain Additional Payments. In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Administrative Agent and the Borrower, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and
assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank or any Lender hereunder (and interest accrued thereon) and
(y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs. 
 (viii)    Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to
be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected
parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, 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 subsection 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 subsection (d) of this Section. 

(c)    Register. The Administrative Agent, acting solely for this purpose as a
non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office in the United States a copy of each Assignment and Assumption
delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and 

  
 118 













 
stated interest) and interest thereon of the Loans and L/C Disbursements 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 Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(d)    Participations. Any Lender (the “Existing Lender”) may at any time, without the consent of,
or notice to, the Borrower, the Administrative Agent, Swingline Lender or Issuing Bank, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant” or a “New Lender”) 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 Disbursements and/or Swingline 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 Administrative Agent, the Lenders and the Issuing Bank shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) without regard to the existence of any participation. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.16(e)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.17 and 2.18 as though it
were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts and interest thereon of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is
recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register. 

  
 119 













 (e)    Limitations upon New Lender Rights. 

(i)     Subject to Section 9.04(e)(ii) below, if: 

(A)    a Lender assigns, transfers, sells, pledges or assigns a security interest in any of its rights or
obligations under this Agreement or changes its Lending Office; and 
 (B)    as a result of
circumstances existing at the date the assignment, transfer, sale, pledge, assignment of the security interest or change occurs, a Loan Party would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under
Section 2.14 or Section 2.16, 
 then the New Lender or Lender acting through its new Lending Office is only entitled to receive
payment under those Sections to the same extent as the Existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer, sale, pledge, assignment of the security interest or change had not occurred.

 (ii)    A New Lender shall not be entitled to receive any greater payment under Section 2.14 or 2.16 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 or results from a
Change in Law after the sale of such participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender. 

(f)    Certain Pledges. Any Lender (the “Existing 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(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other
central bank (each such pledgee or assignee being a “New Lender”); 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. 
 (g)    Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time an Issuing Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Issuing Bank may, (i) upon 30 days’ notice to the Borrower
and the Lenders, resign as Issuing Bank and/or (ii) in the case of Bank of America, upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder (which successor shall expressly agree to assume such role); provided, however, that no failure by the Borrower to appoint any
such successor shall affect the 

  
 120 













 
resignation of such Issuing Bank as an Issuing Bank or (in the case of Bank of America) Swingline Lender, as the case may be. If an Issuing Bank resigns as Issuing Bank, it shall retain all the
rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursements 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 2.05(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the
Swingline Lender provided for hereunder with respect to Swingline 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 Swingline Loans pursuant to Section 2.04. Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit. 

(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 (A) 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 2.14); (B) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable (which indemnity or similar payment obligation should be retained by the Granting Lender); and (C) 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. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in
full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (x) 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 (y) 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. 

  
 121 













 SECTION 9.05    Survival. 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 the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Event, 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. The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. 

SECTION 9.06    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or pdf shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 9.07    Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

SECTION 9.08    Right of Setoff. 

(a)    If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all the Obligations of the Borrower or such other Loan Party now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have. 

  
 122 













 (b)    To the extent that any payment by or on behalf of the Borrower or
any other Loan Party is made to the Administrative Agent, the Issuing Bank or any Lender, or the Administrative Agent, the Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Issuing Bank 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 and the Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the Issuing Bank under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement. 
 SECTION 9.09    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 (without
regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby). 

(b)    The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action,
litigation or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, the Issuing Bank or any Related Party of the foregoing in any way related to
this Agreement in any forum other than the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or 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. The foregoing shall not affect any right that the 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 Loan Party or its properties in the courts of any jurisdiction. 

(c)    Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to 

  
 123 













 
this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d)    Each Guarantor hereby appoints Mylan Inc. as its agent for service of process with respect to any matters relating
to this Agreement or any other Loan Document. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. 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 9.10    WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11    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 shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12    Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Bank agrees to
maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees,
advisors and representatives (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 or
required by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process (provided, that (other than in the case of any disclosure to a regulator or examiner during a routine examination) to the extent practicable and permitted by law, the Borrower has been notified prior to
such disclosure so that the Borrower may seek, at the Borrower’s sole expense, a protective order or other appropriate remedy), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other
Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant 

  
 124 













 
in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.19 or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to a Loan Party and its obligations, (g) with the consent of any Loan Party, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach
of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party, (i) to any nationally recognized
rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender (provided that, prior to any such disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any confidential Information relating to the Loan Parties) or (j) in customary disclosure about the terms of the financing contemplated hereby in the ordinary course of business to market data
collectors and similar service providers to the loan industry for league table purposes. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any
Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information. 
 Each of the Administrative Agent, the Lenders and the
Issuing Bank acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United
States Federal and state securities Laws. 
 SECTION 9.13    USA PATRIOT Act. Each Lender that is subject to the
Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any 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 and each other Loan Party, which information
includes the name and address of the Borrower and each other Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance with the Act. The
Borrower and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its
ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. 

SECTION 9.14    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, if
at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Law (collectively the “Charges”), shall exceed the maximum lawful
rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect


  
 125 













 
of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable
in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 

SECTION 9.15    No Fiduciary Duty. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A)
the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan
Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower and each other Loan Parties has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Borrower, any other
Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the
Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor
any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Loan Parties hereby
waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby. 
 SECTION 9.16    Electronic Execution of Assignments and Certain Other Documents. The words
“execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
Assignment and Assumptions, amendments or other modifications, Borrowing Requests, Swingline Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other 

  
 126 













 
similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to
agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 

SECTION 9.17    Joint and Several. The Obligations under the Loan Documents may be enforced by the Administrative
Agent and the Lenders against the Borrower or any Loan Party or all Loan Parties in any manner or order selected by the Administrative Agent or the Required Lenders in their sole discretion. The Borrower and each Loan Party hereby irrevocably waives
(i) any rights of subrogation and (ii) any rights of contribution, indemnity or reimbursement, in each case, that it may acquire or that may arise against any other Borrower or any other Loan Party due to any payment or performance made
under this Agreement, in each case until all Obligations shall have been fully satisfied. 

SECTION 9.18    Enforcement. Notwithstanding anything to the contrary contained herein or in any other Loan Document,
the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be
instituted and maintained exclusively by, the Administrative Agent in accordance with Article VII for the benefit of all the Lenders and the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent
from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) each Issuing Bank or the Swingline Lender from exercising the
rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 9.08 (subject to the terms of Section 2.17(c)), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor
Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Article VII and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.17(c), any Lender may, with the consent of the Required Lenders, enforce any
rights and remedies available to it and as authorized by the Required Lenders. 
 SECTION 9.19    Netherlands Loan
Party Representation. If any Loan Party incorporated under the laws of the Netherlands, including the Borrower, is represented by an attorney in connection with the signing and/or execution of this Agreement (including by way of accession to this
Agreement) or any other agreement, deed or document referred to in or made pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other parties to this Agreement that the existence and extent of the attorney’s
authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands. 

SECTION 9.20    Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among theany such parties hereto, each party hereto


  
 127 













 
acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and
acknowledges and agrees to be bound by: 
 (a)    the application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and 
 (b)    the effects of any Bail-in Action on any such liability, including, if applicable: 

(i)    a reduction in full or in part or cancellation of any such liability; 

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to
any such liability under this Agreement or any other Loan Document; or 
 (iii)    the variation of the
terms of such liability in connection with the exercise of the write-down and conversion powers of any EEAthe applicable Resolution Authority. 

SECTION 
9.21    Acknowledgement Regarding Any Supported QFCs 

.        To
 the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan
Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

(a)    In
 the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United
States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might 

  
 128 













 
otherwise apply to such Supported QFC or any QFC Credit Support
that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the
laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any
Covered Party with respect to a Supported QFC or any QFC Credit Support. 
 (b)    As used in this Section 9.21, the following terms have the following meanings: 

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

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

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

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

ARTICLE X 
 Guarantee 

SECTION 10.01    Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything herein or in any
other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee
contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no
Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding
that from time to time any Loan 

  
 129 













 
Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or
collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at
any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any
payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments
are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee)
shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other
applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly
acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition. 

SECTION 10.02    Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.
Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.03. The provisions of this Section 10.02 shall in no respect limit the obligations and liabilities of any Loan Party to the
Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lender Parties for the full amount guaranteed by such Guarantor hereunder. 

SECTION 10.03    No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Lender Party, no Guarantor shall seek to enforce any right of subrogation in respect of any of the rights of the
Administrative Agent or any other Lender Party against any Loan Party or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Lender Party for the payment of the Obligations, nor shall any Guarantor
seek any contribution or reimbursement from any other Loan Party in respect of payments made by such Guarantor under this Article X, until all amounts owing to the Administrative Agent and the other Lender Parties by the Loan Parties on account of
the Obligations are paid in full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are
irrevocably terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the
Administrative Agent and the other Lender Parties, segregated from 

  
 130 













 
other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing agreement by the
Guarantor shall operate as a waiver of any subrogation rights. 
 SECTION 10.04    Amendments, etc., with
Respect to the Obligations. To the fullest extent permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Loan Party and without notice to or further assent by
any Loan Party, any demand for payment of any of the Obligations made by the Administrative Agent or any other Lender Party may be rescinded by the Administrative Agent or such Lender Party and any of the Obligations continued, and the Obligations,
or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Lender Party, and this Agreement and the other Loan Documents, any other documents executed and delivered in connection therewith, may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Administrative Agent or any other Lender Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. 

SECTION 10.05    Guarantee Absolute and Unconditional. To the fullest extent permitted by applicable law, each
Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any other Lender Party upon the guarantee contained in this Article X or
acceptance of the guarantee contained in this Article X; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained
in this Article X; and all dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Article X. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the
Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Article X, to the fullest extent permitted by applicable Laws, shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any other Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any other Lender Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Guarantor)
which constitutes, or might be construed to constitute, an equitable or legal discharge of such Guarantor under the guarantee contained in this Article X, in 

  
 131 













 
bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other Lender
Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any
right of offset with respect thereto, and any failure by the Administrative Agent or any other Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Guarantor or any other Person or
to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Party against any Guarantor. For the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings 

SECTION 10.06    Reinstatement. Subject to Section 5.09 and Section 10.12, this Guarantee Agreement is a
continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guarantee Agreement are indefeasibly paid in full in cash and
the Revolving Commitments with respect to the Obligations are terminated. Notwithstanding the foregoing, this Guarantee Agreement shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the
Borrower or any Guarantor is made, or any of the Lender Parties exercises its right of setoff, in respect of the Obligations 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 any of the Lender Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Lender Parties are in possession of or have released this Guarantee Agreement and regardless of any prior revocation,
rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guarantee Agreement. 

SECTION 10.07    Obligations Independent. The obligations of each Guarantor hereunder are those of primary
obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guarantee whether or not the Borrower or any other
Person or entity is joined as a party. 
 SECTION 10.08    Payments. All payments by each Guarantor under
this Guarantee Agreement shall be made in the manner, at the place and in the currency for payment required by this Agreement and the other Loan Documents; provided, however, that (if the currency for payment required by this Agreement is other than
Dollars) such Guarantor may, at its option (or, if for any reason whatsoever such Guarantor is unable to effect payments in the foregoing manner, such Guarantor shall be obligated to) pay to the Administrative Agent at the Administrative
Agent’s Office the Dollar Equivalent of the amount of such Obligations together with any other amounts due pursuant to Section 2.15. In any case in which a Guarantor makes or is obligated to make payment in Dollars, such Guarantor shall
hold the Administrative Agent harmless from any 

  
 132 













 
loss incurred by the Administrative Agent arising from any change in the value of Dollars in relation to the currency for payment required by this Agreement between the date the Obligation
becomes due and the date the Administrative Agent is actually able, following the conversion of the Dollars paid by such Guarantor into the currency for payment required by this Agreement and remittance of such currency to the place where such
Obligation is payable, to apply such payment to such Obligation. The obligations of each Guarantor hereunder shall not be affected by any acts of any legislative body or Governmental Authority affecting such Guarantor or the Borrower, including but
not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of such Guarantor’s or the Borrower’s property, or by economic, political, regulatory or other events
in the countries where such Guarantor or the Borrower is located. 
 SECTION 10.09    Subordination. Each
Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to each Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to such Guarantor as
subrogee of the Lender Parties or resulting from such Guarantor’s performance under this Guarantee Agreement, to the indefeasible payment in full in cash of all Obligations; provided, however, that the foregoing subordination
shall not be given effect until such time as the Lender Parties shall have made a request to the Borrower pursuant to the second sentence of this Section 10.09. At any time any Event of Default shall have occurred and be
continuing, if the Lender Parties so request, any such obligation or indebtedness of any Loan Party to any Guarantor shall be enforced and performance received by such Guarantor as trustee for the Lender Parties and the proceeds thereof shall be
paid over to the Lender Parties on account of the Obligations, but without reducing or affecting in any manner the liability of such under this Guarantee Agreement. 

SECTION 10.10    Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed,
in connection with any case commenced by or against any Loan Party under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by such Guarantor immediately upon demand by the Lender Parties. 

SECTION 10.11    Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility
for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as Guarantor requires, and that none of the
Lender Parties has any duty, and Guarantor is not relying on the Lender Parties at any time, to disclose to Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (Guarantor
waiving any duty on the part of the Lender Parties to disclose such information and any defense relating to the failure to provide the same). 

SECTION 10.12    Releases. At such time as the Loans, the amounts owed to any Issuing Bank in respect of Letter of
Credit and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been paid in full, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each
outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent, this Agreement and all obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. The 

  
 133 













 
Guarantee of any Guarantor that is a Subsidiary of the Parent hereunder shall be released to the extent (and in the manner) expressly set forth in Section 5.09 or in the event such Guarantor
ceases to be a Subsidiary in a transaction not prohibited by the terms of this Agreement. 
 [Signature Pages Follow] 

  
 134