EX-10.1



 Exhibit 10.1 
  

 
  

Published CUSIP Number: 171339AX2 

CREDIT AGREEMENT 
 Dated as
of March 29, 2018 
 among 

CHURCH & DWIGHT CO., INC., 

as Borrower, 
 BANK OF AMERICA,
N.A., 
 as Lead Administrative Agent, Swing Line Lender 

and L/C Issuer, 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
 as Co-Administrative Agent, Syndication Agent and Swing Line
Lender, 
 SUNTRUST BANK,  

as Syndication Agent and Swing Line Lender, 

BANK OF MONTREAL, 

DEUTSCHE BANK SECURITIES INC., 

HSBC BANK USA, NATIONAL ASSOCIATION, 

THE BANK OF NOVA SCOTIA 
 and

 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

as Documentation Agents, 
 and 

THE OTHER LENDERS PARTY HERETO 

and 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 SUNTRUST ROBINSON HUMPHREY, INC., 

and 
 WELLS FARGO SECURITIES,
LLC, 
 as 
 Joint Lead
Arrangers and Joint Bookrunners 
  
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 Section
	  	Page	 
			
		  	 ARTICLE I.
	  			
		  	 DEFINITIONS AND ACCOUNTING TERMS
	  			
			
	 1.01
	  	Defined Terms	  	 	1	 
	 1.02
	  	Other Interpretive Provisions	  	 	29	 
	 1.03
	  	Accounting Terms	  	 	30	 
	 1.04
	  	Rounding	  	 	31	 
	 1.05
	  	Exchange Rates; Currency Equivalents	  	 	31	 
	 1.06
	  	Additional Alternative Currencies	  	 	31	 
	 1.07
	  	Change of Currency	  	 	32	 
	 1.08
	  	Times of Day	  	 	32	 
			
		  	 ARTICLE II.
	  			
		  	 COMMITMENTS AND CREDIT EXTENSIONS
	  			
			
	 2.01
	  	Committed Loans	  	 	33	 
	 2.02
	  	Borrowings, Conversions and Continuations of Committed Loans	  	 	33	 
	 2.03
	  	Letters of Credit	  	 	35	 
	 2.04
	  	Swing Line Loans	  	 	44	 
	 2.05
	  	Prepayments	  	 	47	 
	 2.06
	  	Termination or Reduction of Commitments	  	 	49	 
	 2.07
	  	Repayment of Loans	  	 	49	 
	 2.08
	  	Interest	  	 	49	 
	 2.09
	  	Fees	  	 	50	 
	 2.10
	  	Computation of Interest and Fees	  	 	51	 
	 2.11
	  	Evidence of Debt	  	 	51	 
	 2.12
	  	Payments Generally; Lead Administrative Agent’s Clawback	  	 	52	 
	 2.13
	  	Sharing of Payments by Lenders	  	 	54	 
	 2.14
	  	Reserved	  	 	54	 
	 2.15
	  	Extension of Maturity Date	  	 	54	 
	 2.16
	  	Increase in Commitments	  	 	56	 
	 2.17
	  	Cash Collateral	  	 	57	 
	 2.18
	  	Defaulting Lenders	  	 	58	 
			
		  	 ARTICLE III.
	  			
		  	 TAXES, YIELD PROTECTION AND ILLEGALITY
	  			
			
	 3.01
	  	Taxes	  	 	60	 
	 3.02
	  	Illegality	  	 	66	 
	 3.03
	  	Inability to Determine Rates	  	 	66	 
	 3.04
	  	Increased Costs; Reserves on Eurocurrency Rate Loans	  	 	68	 
	 3.05
	  	Compensation for Losses	  	 	70	 
	 3.06
	  	Mitigation Obligations; Replacement of Lenders	  	 	71	 
	 3.07
	  	Survival	  	 	71	 


  
 -i- 









							
			
		  	 ARTICLE IV.
	  			
		  	 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  			
			
	 4.01
	  	 Conditions of Initial Credit Extension
	  	 	71	 
	 4.02
	  	 Conditions to all Credit Extensions
	  	 	73	 
			
		  	 ARTICLE V.
	  			
		  	 REPRESENTATIONS AND WARRANTIES
	  			
			
	 5.01
	  	 Existence, Qualification and Power
	  	 	73	 
	 5.02
	  	 Authorization; No Contravention
	  	 	73	 
	 5.03
	  	 Governmental Authorization; Other Consents
	  	 	74	 
	 5.04
	  	 Binding Effect
	  	 	74	 
	 5.05
	  	 Financial Statements; No Material Adverse Effect
	  	 	74	 
	 5.06
	  	 Litigation
	  	 	74	 
	 5.07
	  	 No Default
	  	 	74	 
	 5.08
	  	 Ownership of Property; Liens
	  	 	75	 
	 5.09
	  	 Environmental Compliance
	  	 	75	 
	 5.10
	  	 Insurance
	  	 	75	 
	 5.11
	  	 Taxes
	  	 	75	 
	 5.12
	  	 ERISA Compliance
	  	 	75	 
	 5.13
	  	 Subsidiaries; Equity Interests
	  	 	77	 
	 5.14
	  	 Margin Regulations; Investment Company Act
	  	 	77	 
	 5.15
	  	 Disclosure
	  	 	77	 
	 5.16
	  	 Compliance with Laws
	  	 	77	 
	 5.17
	  	 Reserved
	  	 	78	 
	 5.18
	  	 Intellectual Property; Licenses, Etc.
	  	 	78	 
	 5.19
	  	 OFAC
	  	 	78	 
	 5.20
	  	 AML Laws, Anti-Corruption Laws
	  	 	78	 
	 5.21
	  	 EEA Financial Institutions
	  	 	78	 
			
		  	 ARTICLE VI.
	  			
		  	 AFFIRMATIVE COVENANTS
	  			
			
	 6.01
	  	 Financial Statements
	  	 	78	 
	 6.02
	  	 Certificates; Other Information
	  	 	79	 
	 6.03
	  	 Notices
	  	 	81	 
	 6.04
	  	 Payment of Taxes
	  	 	81	 
	 6.05
	  	 Preservation of Existence, Etc.
	  	 	82	 
	 6.06
	  	 Maintenance of Properties
	  	 	82	 
	 6.07
	  	 Maintenance of Insurance
	  	 	82	 
	 6.08
	  	 Compliance with Laws
	  	 	82	 
	 6.09
	  	 Books and Records
	  	 	82	 
	 6.10
	  	 Inspection Rights
	  	 	82	 
	 6.11
	  	 Use of Proceeds
	  	 	83	 
			
		  	 ARTICLE VII.
	  			
		  	 NEGATIVE COVENANTS
	  			
			
	 7.01
	  	 Liens
	  	 	83	 


  
 ii 









							
	 7.02
	  	 Investments
	  	 	85	 
	 7.03
	  	 Subsidiary Indebtedness
	  	 	85	 
	 7.04
	  	 Fundamental Changes
	  	 	86	 
	 7.05
	  	 Dispositions
	  	 	86	 
	 7.06
	  	 Reserved
	  	 	87	 
	 7.07
	  	 Change in Nature of Business
	  	 	87	 
	 7.08
	  	 Transactions with Affiliates
	  	 	87	 
	 7.09
	  	 Burdensome Agreements
	  	 	88	 
	 7.10
	  	 Use of Proceeds
	  	 	88	 
	 7.11
	  	 Financial Covenant
	  	 	88	 
	 7.12
	  	 Sanctions
	  	 	88	 
	 7.13
	  	 AML Laws; Anti-Corruption Laws
	  	 	88	 
			
		  	 ARTICLE VIII.
	  			
		  	 EVENTS OF DEFAULT AND REMEDIES
	  			
			
	 8.01
	  	 Events of Default
	  	 	89	 
	 8.02
	  	 Remedies Upon Event of Default
	  	 	91	 
	 8.03
	  	 Application of Funds
	  	 	91	 
			
		  	 ARTICLE IX.
	  			
		  	 ADMINISTRATIVE AGENTS
	  			
			
	 9.01
	  	 Appointment and Authority
	  	 	92	 
	 9.02
	  	 Rights as a Lender
	  	 	92	 
	 9.03
	  	 Exculpatory Provisions
	  	 	93	 
	 9.04
	  	 Reliance by Lead Administrative Agent
	  	 	94	 
	 9.05
	  	 Delegation of Duties
	  	 	94	 
	 9.06
	  	 Resignation of Lead Administrative Agent
	  	 	94	 
	 9.07
	  	 Non-Reliance on Lead Administrative Agent and Other
Lenders
	  	 	95	 
	 9.08
	  	 No Other Duties, Etc.
	  	 	95	 
	 9.09
	  	 Lead Administrative Agent May File Proofs of Claim
	  	 	96	 
	 9.10
	  	 Collateral Matters
	  	 	96	 
	 9.11
	  	 ERISA
	  	 	97	 
			
		  	 ARTICLE X.
	  			
		  	 MISCELLANEOUS
	  			
			
	 10.01
	  	 Amendments, Etc.
	  	 	99	 
	 10.02
	  	 Notices; Effectiveness; Electronic Communication
	  	 	100	 
	 10.03
	  	 No Waiver; Cumulative Remedies; Enforcement
	  	 	102	 
	 10.04
	  	 Expenses; Indemnity; Damage Waiver
	  	 	103	 
	 10.05
	  	 Payments Set Aside
	  	 	106	 
	 10.06
	  	 Successors and Assigns
	  	 	106	 
	 10.07
	  	 Treatment of Certain Information; Confidentiality
	  	 	111	 
	 10.08
	  	 Right of Setoff
	  	 	112	 
	 10.09
	  	 Interest Rate Limitation
	  	 	112	 
	 10.10
	  	 Counterparts; Integration; Effectiveness
	  	 	113	 
	 10.11
	  	 Survival of Representations and Warranties
	  	 	113	 
	 10.12
	  	 Severability
	  	 	113	 


  
 iii 









							
	 10.13
	  	 Replacement of Lenders
	  	 	114	 
	 10.14
	  	 Governing Law; Jurisdiction; Etc.
	  	 	114	 
	 10.15
	  	 Waiver of Jury Trial
	  	 	115	 
	 10.16
	  	 No advisory or Fiduciary Responsibility
	  	 	115	 
	 10.17
	  	 Electronic Execution of Assignments and Certain Other Documents
	  	 	116	 
	 10.18
	  	 USA PATRIOT Act Notice
	  	 	116	 
	 10.19
	  	 Reserved
	  	 	117	 
	 10.20
	  	 Judgment Currency
	  	 	117	 
	 10.21
	  	 Acknowledgment and Consent to Bail-In of EEA Financial
Institutions
	  	 	117	 


  
 iv 








 SCHEDULES 
  

			
	1.01(a)	  	Existing Letters of Credit
	2.01	  	Commitments and Applicable Percentages
	2.03(k)	  	Letter of Credit Subsidiaries
	5.12(c)	  	ERISA Events
	5.12(d)	  	Pension Plans
	5.13	  	Subsidiaries; Other Equity Investments
	7.01	  	Existing Liens
	7.02	  	Existing Investments
	7.03	  	Existing Indebtedness
	7.05(k)	  	Dispositions
	10.02	  	Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS 
  

			
		  	 Form of

		
	 A
	  	 Committed Loan Notice

	 B
	  	 Swing Line Loan Notice

	 C
	  	 Note

	 D
	  	 Compliance Certificate

	 E-1
	  	 Assignment and Assumption

	 E-2
	  	 Administrative Questionnaire

	 F
	  	 Reserved

	 G
	  	 Letters of Credit Reports


  

  
 v 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 29, 2018, among
CHURCH & DWIGHT CO., INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a
“Lender”), BANK OF AMERICA, N.A., as Lead Administrative Agent, a Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Administrative Agent and a Swing
Line Lender and SUNTRUST BANK, as a Swing Line Lender. 
 The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and subject to the conditions set forth herein. 
 In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I. 

DEFINITIONS AND ACCOUNTING TERMS 

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 

“Act” has the meaning specified in Section 10.18. 

“Additional Commitment Lender” has the meaning specified in Section 2.15(d). 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Lead Administrative Agent. 
 “Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Parties” has the meaning specified in Section 10.02(c). 

“Agents” means, collectively, the Lead Administrative Agent and the Co-Administrative
Agent, and each, individually, an “Agent”. 
 “Aggregate Commitments” means the Commitments of all the Lenders.

 “Agreement” means this Credit Agreement. 

“Agreement Currency” has the meaning specified in Section 10.20. 

“Alternative Currency” means each of Canadian Dollars, Euro, Sterling and Yen and each other currency (other than Dollars)
that is approved in accordance with Section 1.06. 
 “Alternative Currency Equivalent” means, at
any time, with respect to any amount 

  
 1 

Credit Agreement 








 
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Lead Administrative Agent 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. 
 “Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $100,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments. 

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

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.18. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer
to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable. 
 “Applicable Rate” means, from time to time, the following
percentages per annum, based upon the Credit Rating as set forth below: 
 Applicable Rate 

 

															
	 Pricing

Level
	  	 Credit Rating

Moody’s/S&P
	  	Commitment
Fee	 	 	Eurocurrency
Rate + 
Letters of 
Credit	 	 	Base 
Rate +	 
	 1
	  	 > A/A2
	  	 	0.070	% 	 	 	0.875	% 	 	 	0	 
	 2
	  	 > A-/A3
	  	 	0.090	% 	 	 	1.000	% 	 	 	0	 
	 3
	  	 > BBB+ /Baa1
	  	 	0.100	% 	 	 	1.125	% 	 	 	0.125	% 
	 4
	  	 > BBB /Baa2
	  	 	0.125	% 	 	 	1.250	% 	 	 	0.25	% 
	 5
	  	 < BBB- /Baa3
	  	 	0.175	% 	 	 	1.500	% 	 	 	0.50	% 

 Initially, the Applicable Rate shall be determined based upon the Credit Rating as of the Closing Date. Thereafter, each
change in the Applicable Rate resulting from a publicly announced change in the Credit Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Lead Administrative Agent of
notice 

  
 2 

Credit Agreement 








 
thereof pursuant to Section 6.03(e) 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. 

“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 reasonably determined by the Lead Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. 

“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. 
 “Arranger” means each of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, each in its capacity as a joint lead arranger and a joint bookrunner. 

“Assignee Group” means two or more Eligible Assignees that are (a) Affiliates of one another, (b) Approved Funds
managed by the same investment advisor or (c) any combination of the foregoing. 
 “Assignment and Assumption” means
an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Lead Administrative Agent, in substantially the form
of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform) reasonably acceptable to the Lead Administrative Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the
fiscal year ended December 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. 

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date,
(b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 8.02. 

  
 3 

Credit 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 EEA Financial Institution. 

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

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2
of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Lead Administrative Agent as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%; provided that if the Base Rate
determined in accordance with the foregoing provisions shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate”, as determined by Bank of America, 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 Committed Loan” means a Committed Loan that is a Base Rate Loan. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in
Dollars. 
 “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 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”. 
 “Borrower” has the meaning
specified in the introductory paragraph hereto. 
 “Borrower Materials” has the meaning specified in
Section 6.02. 
 “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the
context may require. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the Laws of, or are in fact closed in, the state where the Lead Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: 

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars 

  
 4 

Credit Agreement 








 
to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the
London interbank eurodollar market; 
 (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan, means a TARGET Day; 
 (c) if such day relates to any interest rate settings as to a Eurocurrency Rate 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 Rate 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 Rate 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. 

“Canadian Dollars” means the lawful money of Canada. 

“Capital Lease” means any lease of property, real, personal or mixed, the obligations of the lessee in respect of which are
required in accordance with GAAP to be classified and accounted for as a capital lease on a balance sheet of the lessee; provided, that all leases of any Person that are or would be characterized as operating leases in accordance with GAAP on
the Closing Date (whether or not such operating leases were in effect on such date) shall continue to accounted for as operating leases (and not Capital Leases) for purposes of this Agreement, regardless of any change in GAAP following the Closing
Date that would otherwise require such leases to be recharacterized as Capital Leases. 
 “Capital Lease Lien Requirements”
has the meaning specified in Section 7.01(i). 
 “Cash Collateralize” means to pledge and deposit
with or deliver to the Lead Administrative Agent, for the benefit of the Lead Administrative Agent, the applicable L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing
Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable L/C Issuer or Swing Line Lender benefitting from such collateral shall
agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Lead Administrative Agent and (b) the applicable L/C Issuer or Swing Line Lender (as
applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

  
 5 

Credit Agreement 








 “Change in Law” means the occurrence, after the date of this Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; 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. 
 “Change of Control” means an event or
series of events by which: 
 (a) any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the equity
securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the immediately
exercisable right to acquire pursuant to any option right); or 
 (b) during any period of 12 consecutive months, a majority
of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose
election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body
or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body. 
 “Closing Date” means March 29, 2018. 

“Co-Administrative Agent” means Wells Fargo in its capacity as Co-Administrative Agent under any of the Loan Documents. 
 “Code” means the Internal
Revenue Code of 1986. 
 “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the
Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time


  
 6 

Credit Agreement 








 
outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
 “Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to
Section 2.01. 
 “Committed Loan” has the meaning specified in
Section 2.01. 
 “Committed Loan Notice” means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit
A or such other form as may be approved by the Lead Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Lead Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Borrower. 
 “Compliance Certificate” means a certificate substantially in the form of
Exhibit D. 
 “Consolidated EBITDA” means, for any Measurement Period, for the Borrower and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for
Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries, (iii) depreciation and amortization expense, (iv) any extraordinary, unusual or non-recurring cash
charges, expenses or losses of the Borrower and its Subsidiaries; provided, that the amounts added back pursuant to this clause (iv) shall not exceed $50,000,000 in the aggregate for any Measurement Period, (v) net cash
distributions received by the Borrower or any of its Subsidiaries attributable to an Equity Interest in any Joint Venture of the Borrower or any of its Subsidiaries; (vi) non-cash charges, expenses or
losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of
business); and (vii) transaction costs and expenses incurred in connection with the consummation of any transaction permitted under this Agreement, minus (b) the following to the extent included in calculating such Consolidated Net
Income: (i) Federal and state income tax credits of the Borrower and its Subsidiaries for such period, (ii) local and foreign income tax credits of the Borrower and its Subsidiaries in excess of $5,000,000 in the aggregate for such
Measurement Period, (iii) all non-cash items increasing Consolidated Net Income for such period and (iv) any extraordinary, unusual or non-recurring cash
income or gains of the Borrower and its Subsidiaries (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside the ordinary course of
business); provided, that the amounts deducted pursuant to this clause (iv) shall not exceed $50,000,000 in the aggregate for any Measurement Period. 

Any calculation of Consolidated EBITDA for purposes of this Agreement shall be made on a Pro Forma Basis. 

  
 7 

Credit Agreement 








 “Consolidated Funded Indebtedness” means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by
bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all reimbursement obligations arising under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness
in respect of Capital Leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower or
any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the
Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. 

Any calculation of Consolidated Funded Indebtedness for purposes of this Agreement shall be made on a Pro Forma Basis. 

“Consolidated Interest Charges” means, for any Measurement Period, for the Borrower and its Subsidiaries on a consolidated
basis total cash interest expense (including that attributable to Capital Leases) for such period with respect to all Indebtedness (including all commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing). 
 “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of
(a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the Measurement Period ending on or most recently ended prior to such date. 

“Consolidated Net Income” means, for any Measurement Period, for the Borrower and its Subsidiaries on a consolidated basis,
the net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period. 

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

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

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

“Credit Rating” means, as of any date of determination, the Borrower’s public corporate


  
 8 

Credit Agreement 








 
credit rating issued by S&P or public corporate family credit rating issued by Moody’s; provided that (a) if the respective Credit Ratings issued by foregoing rating agencies
differ by one level, then the Pricing Level for the higher of such Credit Ratings shall apply (with the Credit Rating for Pricing Level 1 being the highest and the Credit Rating for Pricing Level 6 being the lowest); (b) if there is a
split in Credit Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Credit Rating shall apply; (c) if the Borrower has only one Credit Rating, the Pricing Level for such Credit
Rating shall apply; and (d) if the Borrower does not have any Credit Rating, Pricing Level 6 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 and affecting the rights of creditors generally. 

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. 
 “Default Rate” means (a) when used with respect to
Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that
with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of
Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. 
 “Defaulting Lender” means, subject to
Section 2.18(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Lead
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 Lead Administrative Agent, the L/C Issuer, Swing Line 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 Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Lead Administrative Agent, the L/C Issuer or Swing Line Lender in writing that it does not intend to
comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by the Lead Administrative Agent or the Borrower, to confirm in writing to the Lead 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 Lead Administrative Agent and the Borrower), (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a 

  
 9 

Credit Agreement 








 
proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (e) has become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof
by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Lead Administrative Agent that a Lender is a Defaulting Lender under any
one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.18(b)) as of the date established therefor by the Lead Administrative Agent in a written notice of such determination, which shall be delivered by the Lead Administrative Agent to the Borrower, the L/C Issuer,
each Swing Line Lender and each other Lender promptly following such determination. 
 “Designated Jurisdiction” means any
country or territory to the extent that such country or territory itself is the subject of any Sanction. 
 “Disclosed
Matters” means any information disclosed in the Annual Report on Form 10-K of the Borrower for the fiscal year ended December 31, 2017 other than any predictive, cautionary or forward looking
disclosures contained under the captions “risk factors,” “forward looking statements” or any similar precautionary sections and any other disclosures contained therein that are predictive, cautionary or forward looking in nature.

 “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Dollar” and “$” mean lawful money of the United States. 

“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 Lead Administrative Agent or the L/C Issuer, 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. 
 “Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States. 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
that is subject to the supervision of an EEA Resolution 

  
 10 

Credit Agreement 








 
Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any institution established in
an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

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

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

“Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.06(b)(iii), (v) and (vii), subject to such consents, if any, as may be required under Section 10.06(b)(iii). 

“Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment,
including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated
thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the
Borrower within the meaning of Section 414(b) or (c) of the Code (and 

  
 11 

Credit Agreement 








 
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated
as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan resulting in liability therefor to the Borrower or such ERISA Affiliate or the
receipt by the Borrower or an ERISA Affiliate of notification that a Multiemployer Plan is in reorganization pursuant to Section 4241 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension
Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical
status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, upon the Borrower or any ERISA Affiliate; or (i) the receipt by the Borrower or any ERISA Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency or that it intends to terminate or has terminated.

 “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” and “EUR” mean the single currency of the Participating Member States. 

“Eurocurrency Rate” means: (a) for any Interest Period with respect to a Eurocurrency Rate Loan, (i) subject to the
implementation of a LIBOR Successor Rate in accordance with Section 3.03(b), denominated in a 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 Lead Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Lead 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) denominated in Canadian dollars, the rate per annum equal to the Canadian Dealer Offered Rate, or a comparable or successor rate which rate is approved by the Lead Administrative Agent, as published on
the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Lead Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate
Determination Date with a term equivalent to such Interest Period or (iii) denominated in any other 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 Lead Administrative Agent and the Lenders pursuant to Section 1.06(a); and 

  
 12 

Credit Agreement 








 (b) subject to the implementation of a LIBOR Successor Rate in accordance with
Section 3.03(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
U.S. Dollar deposits with a term of one month commencing that day; 
 provided that to the extent a comparable or successor rate is approved by
the Lead Administrative Agent in consultation with 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 Lead Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Lead Administrative Agent in consultation with the Borrower;
and if the Eurocurrency Rate determined in accordance with the foregoing provisions shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 

“Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of
“Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans. 

“Event of Default” has the meaning specified in Section 8.01. 

“Exchange Act” means, at any time, the Securities Exchange Act of 1934, as amended from time to time, and any successor
statute, and the rules and regulations promulgated thereunder. 
 “Excluded Subsidiary” means any (a) Joint Venture,
(b) any Receivables Subsidiary of the Borrower and (c) any Subsidiary of the Borrower with assets consisting solely of Equity Interests of a Joint Venture. 

“Excluded Taxes” means, with respect to the Lead Administrative Agent, any Lender, the L/C Issuer or any other recipient of
any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any such recipient, in which its applicable Lending Office is located,
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts
payable to a recipient, (d) in the case of a foreign recipient, any withholding taxes imposed on amounts payable to such foreign recipient as a result of its failure to comply with the requirements of FATCA to establish a complete exemption
from withholding, (e) in the case of a Foreign Lender, any United States withholding tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 3.01(a)(i), and (f) Taxes attributable to a recipient’s failure to comply with Section  

  
 13 

Credit Agreement 








 
3.01(e). For purposes of this definition, any reference to “Foreign Lender” shall include any L/C Issuer that is organized in a jurisdiction other than that in which the Borrower
is resident for Tax purposes, with the United States, each state thereof and the District of Columbia deemed to constitute a single jurisdiction. 

“Existing Credit Agreement” means that certain Credit Agreement dated as of December 4, 2015, as amended through the
date hereof, among the Borrower, Bank of America, N.A., as agent, and a syndicate of lenders. 
 “Existing Letters of
Credit” means the Letters of Credit set forth in Schedule 1.01(a). 
 “Extending Lender” has the meaning
specified in Section 2.15(e). 
 “FASB ASC” means the Accounting Standards Codification of the
Financial Accounting Standards Board. 
 “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), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1) of the Code and any applicable intergovernmental agreements with respect thereto and laws enacting such intergovernmental agreements.  

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System, 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 Rate
for such day shall be such rate on such transactions on the immediately 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 Bank of America on such day on such transactions as determined by the Lead Administrative Agent. If negative, the Federal Funds
Rate shall be deemed to be 0.00% for all purposes of this Agreement. 
 “Fee Letters” mean collectively, the MLPFS Fee
Letter, SunTrust Fee Letter and Wells Fargo Fee Letter. 
 “Financial Covenant Step-Up
Requirement” means the Borrower shall have maintained a Consolidated Leverage Ratio equal to or less than 3.75:1.00 during each of the immediately preceding four consecutive fiscal quarters. 

“Foreign Government Scheme or Arrangement” has the meaning specified in Section 5.12(e). 

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person and (b) if the
Borrower is not a U.S. Person, a Lender that is resident or organized under 

  
 14 

Credit Agreement 








 
the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction. 
 “Foreign Plan” has the meaning specified in
Section 5.12(e). 
 “Foreign Subsidiary” means any Subsidiary that is organized under the laws of
a jurisdiction other than the United States, a State thereof or the District of Columbia. 
 “FRB” means the Board of
Governors of the Federal Reserve System of the United States. 
 “Fronting Exposure” means, at any time there is a
Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to a Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“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 set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Group
Member” means any Subsidiary of the Borrower that is not an Immaterial Subsidiary or an Excluded Subsidiary. 

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing, or having
the economic effect set forth in clauses (i) through (iv) below, any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or 

  
 15 

Credit Agreement 








 
payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor
so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements of instruments for deposit
or collection in the ordinary course of business or other ordinary course indemnities entered into in connection with Dispositions permitted hereunder. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in
good faith. The term “Guarantee” as a verb has a corresponding meaning. 
 “Hazardous Materials” means all
explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
 “Honor
Date” has the meaning specified in Section 2.03(c)(i). 
 “Immaterial Subsidiary” means
any direct or indirect Subsidiary of the Borrower to which each of the following is satisfied: (a) for the most recent fiscal period for which financial statements of the Borrower have been delivered to the Lead Administrative Agent pursuant to
Section 6.01 (or, prior to any such delivery, referred to in Section 5.05), (i) such Subsidiary had revenues not in excess of 3% of the consolidated revenues of the Borrower and its Subsidiaries,
(ii) the book value of such Subsidiary’s assets do not exceed of 3% of the consolidated assets of the Borrower and its Subsidiaries (in the case of clauses (i) and (ii), as shown on the consolidated financial statements
of the Borrower for such fiscal period); and (b) the Borrower has designated such Subsidiary as an Immaterial Subsidiary and the Borrower has provided written notice to the Lead Administrative Agent in reasonable detail of such designation with
respect to the limitations set forth in clauses (a)(i) and (ii) above within five (5) Business Days after designation thereof; provided, that the Immaterial Subsidiaries, collectively, shall not have at any time
(x) aggregate revenues in excess of 5% of the consolidated revenues of the Borrower and its Subsidiaries or (ii) aggregate assets whose book value exceeds 5% of the consolidated assets of the Borrower and its Subsidiaries and if, upon
delivery of financial statements of the Borrower in accordance with Section 6.01, either such threshold is exceeded, the Borrower shall notify the Lead Administrative Agent within five (5) Business Days of each
Subsidiary of the Borrower that shall no longer be an Immaterial Subsidiary. 

  
 16 

Credit Agreement 








 “Indebtedness” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 
 (a) all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
 (c) net obligations of such Person under
any Swap Contract; 
 (d) all obligations of such Person to pay the deferred purchase price of property or services (other
than trade accounts payable in the ordinary course of business); 
 (e) indebtedness (excluding prepaid interest thereon)
secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited
in recourse; 
 (f) Capital Leases and Synthetic Lease Obligations; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity
Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, except for agreements with directors,
officers and employees to acquire such Equity Interest upon the death or termination of employment of such director, officer or employee; 

(h) all Guarantees of such Person in respect of any of the foregoing; and 

(i) to the extent not otherwise included, indebtedness or similar obligations pursuant to any receivables or other
securitization. 
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or
Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. 

“Indemnified Taxes” means Taxes (including Other Taxes) other than Excluded Taxes, imposed on or with respect to any payment
made by or on account of any obligation of the 

  
 17 

Credit Agreement 








 
Borrower under this Agreement or any other Loan Document. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date. 

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is
disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: 

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; 

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

(iii) no Interest Period shall extend beyond the Maturity Date. 

“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 capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt 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 and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of Section 7.02, the amount of any Investment shall be the amount actually invested less
the amount of any Returned Investment, but without adjustment for subsequent increases or decreases in the value of such Investment. 

“IP Rights” has the meaning specified in Section 5.18. 

“IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices


  
 18 

Credit Agreement 








 
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 an L/C Issuer and the Borrower (or any Subsidiary) or in favor of an L/C Issuer and relating to such Letter of Credit. 

“Joint Venture” means any Person (other than a wholly-owned direct or indirect Subsidiary of the Borrower) if any of the
Equity Interests of such Person having ordinary voting power for the election of directors or other governing body of such Person are held by the Borrower and/or any of its Subsidiaries and the Borrower or any such Subsidiary is a party to a Joint
Venture Agreement in respect of such Equity Interests. 
 ”Joint Venture Agreement” means, for any Joint Venture, any
stockholder agreement, voting trust agreement, limited liability agreement, partnership agreement, limited partnership agreement, operating agreement or other similar agreement related to the ownership of the Equity Interests of such Joint Venture
having ordinary voting power for the election of directors or other governing body of such Joint Venture among the owners of such Equity Interests. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case to the extent having the force of law. 

“L/C Advance” means, with respect to each Lender, such 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 a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed 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 Issuer” means each of (i) Bank of America in its capacity as
issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and any other Lender appointed to issue Letters of Credit by the Borrower (with the consent of the Lead Administrative Agent (which consent shall not be
unreasonably withheld, conditioned or delayed) and such Lender agreeing to become an L/C Issuer) and (ii) with respect to Existing Letters of Credit, each issuer thereof. 

“L/C Obligations” means, as at any date of determination, the aggregate amount available


  
 19 

Credit Agreement 








 
to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. 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 1.09. 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. 

“Lead Administrative Agent” means Bank of America in its capacity as Lead Administrative Agent under any of the Loan
Documents, or any successor Lead Administrative Agent appointed in accordance with Section 9.06. 
 “Lead
Administrative Agent’s Office” means, with respect to any currency, the Lead Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or
account with respect to such currency as the Lead Administrative Agent may from time to time notify the Borrower and the Lenders. 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes each Swing
Line Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Lead 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 any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
Letters of Credit may only be issued in Dollars. 
 “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 L/C Issuer. 
 “Letter of Credit
Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day). 

“Letter of Credit Fee” has the meaning specified in Section 2.03(h). 

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments.
The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “LIBOR” has the meaning
specified in the definition of Eurocurrency 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. 

  
 20 

Credit Agreement 








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

“LIBOR Successor Rate” has the meaning specified in Section 3.03(b). 

“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 administrative matters as may be appropriate, in the discretion of the Lead Administrative Agent in consultation with
the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Lead Administrative Agent in a manner substantially consistent with market practice (or, if the Lead 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 Lead Administrative Agent
determines in consultation with the Borrower). 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a
Swing Line Loan. 
 “Loan Documents” means this Agreement, each Note, each Issuer Document, any agreement creating or
perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement and the Fee Letters. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 
 “Margin Stock” has the meaning assigned to the term “Margin Stock” in Regulation
U of the FRB as in effect from time to time. 
 “Material Acquisition” means an (a) acquisition or (b) series of
acquisitions consummated in a single Measurement Period, in each case, permitted under Section 7.02 by the Borrower or a Subsidiary of the Borrower of the Equity Interests or assets of a Person and with aggregate
acquisition consideration (including assumed indebtedness) in excess of $250,000,000. 
 “Material Adverse Effect” means
(a) a material adverse effect upon the business, properties, operations or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its payment
obligations under this Agreement; (c) a material impairment of the rights and remedies of the 

  
 21 

Credit Agreement 








 
Lead Administrative Agent or any Lender under any Loan Document (in the case of any Lender, other than as a result of an action or omission by such Lender); or (d) a material adverse effect
upon the validity, binding effect or enforceability against the Borrower of this Agreement. 
 “Maturity Date” means
March 29, 2023; provided that if maturity is extended pursuant to Section 2.15, the “Maturity Date” shall mean such maturity date as determined pursuant to such Section; provided,
however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day. 

“Measurement Period” means a period of four consecutive fiscal quarters of the Borrower. Unless otherwise specified, on any
date of determination, a reference herein to a Measurement Period shall be to such period then ended or then most recently ended, as the case may be. 

“MLPFS Fee Letter” means the letter agreement, dated March 13, 2018, among the Borrower, Bank of America and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. 
 “Moody’s” means Moody’s Investors Service, Inc. and any
successor thereto. 
 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

“Non-Extending Lender” has the meaning specified in
Section 2.15(b). 
 “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 C. 
 “Notice Date” has
the meaning specified in Section 2.15(b). 
 “Obligations” means all advances to, and debts,
liabilities and other obligations of, the Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Subsidiary thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding. 

  
 22 

Credit Agreement 








 “OFAC” means the Office of Foreign Assets Control of the United States
Department of the Treasury. 
 “Organization Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or
articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity. 
 “Other Taxes” means all present or
future stamp, court or documentary, intangible, recording, filing, property, excise or similar taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document, but excluding any taxes that are Excluded Taxes. 

“Outstanding Amount” means (i) with respect to Committed 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 Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the
aggregate outstanding amount of such L/C Obligations 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 Obligations 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 Rate and (ii) an overnight rate determined by the Lead Administrative Agent, the L/C Issuer, or a Swing Line 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.

 “Participant” has the meaning specified in Section 10.06(d). 

“Participant Register” has the meaning specified in Section 10.06(d). 

  
 23 

Credit Agreement 








 “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. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate on behalf of their employees and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee benefit plan within the meaning of
Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Pro Forma Basis” means, for the purposes of calculating Consolidated EBITDA or Consolidated Funded Indebtedness, as
applicable, for any Measurement Period, (a) if at any time during such Measurement Period the Borrower or any of its Subsidiaries shall have made any Significant Disposition, such Significant Disposition shall be given pro forma effect as if it
had occurred on the first day of such Measurement Period, and in furtherance thereof, (i) the Consolidated EBITDA for such Measurement Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable thereto for
such Measurement Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Measurement Period and (ii) the Consolidated Funded Indebtedness for such Measurement Period shall be reduced by an
amount equal to the Consolidated Funded Indebtedness paid or taken off the books of the Borrower or such Subsidiary in connection with such Significant Disposition and (b) if at any time during such Measurement Period the Borrower or any of its
Subsidiaries shall have made any Significant Acquisition, such Significant Acquisition shall be given pro forma effect as if it had occurred on the first day of such Measurement Period, and in furtherance thereof, (i) the Consolidated EBITDA
for such Measurement Period shall be increased by an amount equal to the Consolidated EBITDA (if positive) attributable thereto for such Measurement Period or reduced by an amount equal to the Consolidated EBITDA (if negative) attributable thereto
for such Measurement Period and (ii) the Consolidated Funded Indebtedness shall be increased by an amount equal to the Consolidated Funded Indebtedness 

  
 24 

Credit Agreement 








 
incurred or assumed by the Borrower or such Subsidiary in connection with such Significant Acquisition. As used in this definition, “Significant Disposition” means any
Disposition of property or series of related Dispositions of property that (X) constitutes assets comprising at least the majority of an operating unit or brand of a business or business line or constitutes a majority of all the Equity
Interests of a Person and (Y) yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $10,000,000; and “Significant Acquisition” means any acquisition of property or series of related acquisitions of
property that (X) constitutes assets comprising a majority of the assets of an operating unit or brand of business or business line or constitutes a majority of all the Equity Interests of a Person and (Y) involves the payment of
consideration by the Borrower or any of its Subsidiaries in excess of $10,000,000. All the calculations referred to herein shall be in reasonable detail and shall be in a form reasonably acceptable to the Lead Administrative Agent in all material
respects. 
 “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 specified in
Section 6.02. 
 “Rate Determination Date” means two (2) Business Days prior to the
commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Lead Administrative Agent; provided that to the extent such market
practice is not administratively feasible for the Lead Administrative Agent, such other day as otherwise reasonably determined by the Lead Administrative Agent). 

“Receivables” means accounts and accounts receivable of the Borrower or any of its Subsidiaries (including any thereof
constituting or evidenced by chattel paper, instruments or general intangibles), and all proceeds thereof and rights (contractual and other) and collateral related thereto. 

“Receivables Subsidiary” any special purpose, bankruptcy-remote Subsidiary that acquires, on a revolving basis, Receivables
generated by the Borrower or any of its Subsidiaries and that engages in no operations or activities other than those related to receivables securitizations or incidental to its existence. 

“Register” has the meaning specified in Section 10.06(c). 

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

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing 

  
 25 

Credit Agreement 








 
Line Loan Notice. 
 “Required Lenders” means, as of any date of
determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02,
Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such
Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

 “Responsible Officer” means the (a) chief executive officer, president, chief financial officer, treasurer,
assistant treasurer or controller of the Borrower, (b) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of the Borrower and
(c) 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 Lead Administrative Agent. Any document delivered hereunder
that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf the Borrower. 
 “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the
equivalent Person thereof). 
 “Returned Investment” means, with respect to any Investment made by any Person pursuant to
Section 7.02(e), the aggregate amount of all dividends, distributions or other payments received by such Person in respect of such Investment, other than payments made not in the nature of a return or repurchase of capital
or a repayment of principal, that have been paid or returned, without restriction, in cash to the Person making such Investment. 

“Revaluation Date” means with respect to any Loan, each of the following: (a) each date of a Borrowing of a Eurocurrency
Rate Loan denominated in an Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (c) such additional dates as the
Lead Administrative Agent shall determine or the Required Lenders shall require. 
 “Same Day Funds” means (a) with
respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Lead Administrative Agent, to be
customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. 

  
 26 

Credit Agreement 








 “Sanction(s)” means any sanction administered or enforced by the United States
Government (including without limitation, OFAC), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury or other relevant sanctions authority. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and
any successor thereto. 
 “Scheduled Disposition” has the meaning specified in Section 7.05(k).

 “Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(ii). 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Spot Rate” for a currency means the rate determined by the Lead Administrative Agent 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 Lead Administrative Agent may obtain such spot rate from another financial institution designated by the Lead Administrative Agent if the Person acting in
such capacity does not have as of the date of determination a spot buying rate for any such currency. 
 “Sterling” and
“£” mean the lawful currency of the United Kingdom. 
 “Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“SunTrust” means SunTrust Bank. 

“SunTrust Fee Letter” means the letter agreement, dated March 13, 2018, among the Borrower, SunTrust Robinson Humphrey,
Inc. and SunTrust. 
 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or
any other similar transactions or any 

  
 27 

Credit Agreement 








 
combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement. 
 “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any contractual netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

“Swing Line Commitment” means, as to each Swing Line Lender, its obligation to make Swing Line Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 as its “Swing Line Commitment” or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
 “Swing
Line Lender” means each of Bank of America, SunTrust and Wells Fargo, each in their individual capacities as a provider of Swing Line Loans, or any successor swing line lender hereunder. 

“Swing Line Loan” has the meaning specified in Section 2.04(a). 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B or such other form as may be approved by the Lead Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Lead Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $100,000,000, (b) the aggregate Swing Line Commitments of
the Swing Line Lenders and (c) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or 

  
 28 

Credit Agreement 








 
possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment). 
 “TARGET2” means the Trans-European Automated
Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007. 

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if
any, determined by the Lead Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. 

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

“Threshold Amount” means $125,000,000. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. 

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

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

“Wells Fargo” means Wells Fargo Bank, National Association. 

“Wells Fargo Fee Letter” means the letter agreement, dated March 13, 2018, between the Borrower and Wells Fargo
Securities, LLC. 
 “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down
and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 
 “Yen” and “¥” mean the lawful
currency of Japan. 
 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document: 
 (a) The 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 

  
 29 

Credit Agreement 








 
requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to
any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import
when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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. 

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting Terms. (a) Generally. All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100%
of the outstanding principal amount thereof, except as otherwise specifically prescribed herein, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Lead Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) to the extent such change in GAAP has
been applied to the financial statements of the Borrower delivered pursuant to Sections 6.01(a) and (b), the Borrower shall provide to the Lead Administrative Agent and the Lenders a reconciliation between calculations


  
 30 

Credit Agreement 








 
of such ratio or requirement made before and after giving effect to such change in GAAP in a form reasonably acceptable to the Lead Administrative Agent. 

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its
Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to
consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 
 1.04
Rounding. Any financial ratios required to be maintained by the Borrower 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). 

1.05 Exchange Rates; Currency Equivalents. (a) The Lead Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions 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 the Borrower 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 Lead Administrative Agent. 

(b) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, an
amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing or Eurocurrency Rate Loan 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 Lead Administrative Agent. 

(c) The Lead Administrative Agent does not warrant, nor accept responsibility, nor shall the Lead Administrative Agent have any liability with
respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto. 

1.06 Additional Alternative Currencies. (a) The Borrower may from time to time request that Eurocurrency Rate Loans be made
in a currency other than 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. Any such request shall be subject to the approval of the Lead Administrative Agent and the Lenders. 

  
 31 

Credit Agreement 








 (b) Any such request shall be made to the Lead Administrative Agent not later than 11:00 a.m.,
ten (10) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Lead Administrative Agent in its sole discretion). In the case of any such request pertaining to Eurocurrency Rate
Loans, the Lead Administrative Agent shall promptly notify each Lender thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) shall notify the Lead Administrative Agent, not later than 11:00 a.m., five
(5) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans in such requested currency. 

(c) Any failure by a Lender to respond to such request within the time period specified in the last sentence of
Section 1.06(b) shall be deemed to be a refusal by such Lender to permit Eurocurrency Rate Loans to be made in such requested currency. If the Lead Administrative Agent and all the Lenders consent to making Eurocurrency
Rate Loans in such requested currency, the Lead 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 Committed Borrowings of
Eurocurrency Rate Loans. If the Lead Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Lead Administrative Agent shall promptly so notify the Borrower.

 1.07 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. 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 Committed Borrowing in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period. 

(b) Each provision of this Agreement, to the extent related to any Committed Borrowing in any currency other than Dollars, shall be subject to
such reasonable changes of construction as the Lead 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, to the extent related to any Committed Borrowing in any currency other than
Dollars, also shall be subject to such reasonable changes of construction as the Lead 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. 
 1.08 Times of Day. Unless otherwise specified, all references herein to times
of day shall be references to Eastern time (daylight or standard, as applicable). 

  
 32 

Credit Agreement 








 ARTICLE II. 

COMMITMENTS AND CREDIT EXTENSIONS 

2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each
such loan, a “Committed Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding
the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Commitment and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each
Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this
Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. 

2.02 Borrowings, Conversions and Continuations of Committed Loans. 

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Lead Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by
delivery to the Lead Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice (or, to the extent the Borrower has notified by the Lead Administrative Agent by telephone pursuant to clause (A) of the immediately preceding
sentence, telephonic notice) must be received by the Lead Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans
denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation
of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued,
(iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to
be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice 

  
 33 

Credit Agreement 








 
requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a
continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. 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 Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be
prepaid in the original currency of such Committed Loan and reborrowed in the other currency. 
 (b) Following receipt of a Committed Loan
Notice, the Lead Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower,
the Lead Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding
subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Lead Administrative Agent in Same Day Funds at the Lead Administrative Agent’s Office for the applicable currency not
later than 2:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Lead Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the
Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, the prior or concurrent
satisfaction of the applicable conditions set forth in Section 4.01), the Lead Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Lead Administrative Agent
either by (i) crediting the account of the Borrower on the books of Bank of America (or, to the extent a successor Lead Administrative Agent has been appointed in accordance with Section 9.06, such successor Lead
Administrative Agent) with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lead Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied
to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. 
 (c)
Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or
continued as Eurocurrency Rate 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 

  
 34 

Credit Agreement 








 
outstanding Eurocurrency Rate 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. 
 (d) The Lead Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Lead Administrative Agent shall notify the Borrower and the Lenders of any
change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of
Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 

2.03 Letters of Credit. 

(a) Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of
the Lenders set forth in this Section 2.03, (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 for
the account of the Borrower or its Domestic Subsidiaries that are Group Members 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 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Domestic Subsidiaries that are Group Members and any drawings thereunder; provided that after giving effect to
any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. 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 have been issued
pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 

(ii) The L/C Issuer shall not issue any Letter of Credit, if: 

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months
after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

  
 35 

Credit Agreement 








 (B) subject to Section 2.03(b)(iii), the expiry date of the requested Letter
of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. 

(iii) The L/C Issuer shall not 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
the L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or
request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement
(for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer
in good faith deems material to it; 
 (B) the issuance of the Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the Lead Administrative Agent and the
L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000; 
 (D) such Letter of Credit is to be
denominated in a currency other than Dollars; 
 (E) the L/C Issuer does not as of the issuance date of such requested Letter
of Credit issue Letters of Credit in the requested currency; or 
 (F) any Lender is at that time a Defaulting Lender, unless
the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after
giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C
Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or 
 (G) such Letter of Credit
contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. 
 (iv) The L/C Issuer
shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form 

  
 36 

Credit Agreement 








 
under the terms hereof. 
 (v) The L/C Issuer shall be under no
obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept
the proposed amendment to the Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Lead Administrative Agent in Article IX with respect to any acts taken or
omissions suffered by the L/C Issuer 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 “Lead Administrative Agent” as used in
Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 

(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 L/C
Issuer (with a copy to the Lead 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 may be sent by facsimile, by United
States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer
and the Lead Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Lead Administrative Agent and the L/C Issuer may agree in a particular instance in their 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 reasonably satisfactory to the L/C Issuer:
(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose of the requested Letter of Credit; and
(H) such other matters as the L/C Issuer may reasonably 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 reasonably satisfactory to the
L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably
require. Additionally, the Borrower shall furnish to the L/C Issuer and the Lead Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the
L/C Issuer or the Lead Administrative Agent may reasonably require. 

  
 37 

Credit Agreement 








 (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer
will confirm with the Lead Administrative Agent (by telephone or in writing) that the Lead Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Lead
Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Lead Administrative Agent or the Borrower, 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, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower (or the applicable Domestic Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the
issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer 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. 
 (iii) If the Borrower so requests in any
applicable Letter of Credit Application, the L/C Issuer may, in its sole 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 L/C Issuer 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 L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer 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 L/C
Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C
Issuer has determined that it would not be permitted, or would have no obligation, 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 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension
Notice Date (1) from the Lead Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Lead Administrative Agent, any 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 the L/C Issuer not to permit such extension; provided, further, that the L/C Issuer may, in its sole discretion, permit an
extension of such Letter of Credit to an expiry date later than the Letter of Credit Expiration Date so long as the Borrower provides Cash Collateral in respect of all potential L/C Obligations with respect thereto. 

(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 

  
 38 

Credit Agreement 








 
L/C Issuer will also deliver to the Borrower and the Lead 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 L/C
Issuer shall notify the Borrower and the Lead Administrative Agent thereof and of the date of any payment by the L/C Issuer (each such date, an “Honor Date”). The Borrower shall reimburse the L/C Issuer through the Lead
Administrative Agent in an amount equal to the amount of such drawing, not later than (x) 2:00 p.m. on the Business Day of receipt of notice of such Honor Date, to the extent such notice is received by 11:00 a.m. and (y) otherwise, 2:00 p.m. on
the following Business Day. If the Borrower fails to so reimburse the L/C Issuer by such time, the Lead Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on 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 Aggregate Commitments and
the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Lead Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the
Lead Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Lead 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 Lead Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so
makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Lead Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed 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 L/C Issuer 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 Lender’s payment to the Lead Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.03(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 2.03. 

  
 39 

Credit Agreement 








 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer 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 the L/C Issuer.

 (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn
under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the L/C Issuer, 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 Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of
any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 
 (vi) If any
Lender fails to make available to the Lead Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time
specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Lead 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 L/C Issuer 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 L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Lead 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 the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Lead Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount
or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Lead Administrative Agent), the Lead Administrative Agent will distribute to such Lender its Applicable Percentage
thereof in Dollars and in the same funds as those received by the Lead Administrative Agent. 
 (ii) If any payment received
by the Lead Administrative Agent for the account 

  
 40 

Credit Agreement 








 
of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its reasonable discretion), each Lender shall pay to the Lead Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Lead
Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the 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 the L/C Issuer for each drawing under each Letter of Credit 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 L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) waiver by the L/C Issuer of any requirement that exists solely for the L/C Issuer’s protection and not the protection
of the Borrower or any waiver by the L/C Issuer 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 L/C Issuer 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 or the ISP, as applicable; 

(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for 

  
 41 

Credit Agreement 








 
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; or 
 (viii) 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 as promptly as practicable notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C
Issuer and its correspondents unless such notice is given as aforesaid. 
 (f) Role of L/C Issuer. Each Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Lead Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of bad faith, 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 L/C Issuer, the Lead Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s bad faith, willful misconduct or gross negligence or the L/C Issuer’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, the L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer may send a Letter of Credit
or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial 

  
 42 

Credit Agreement 








 
Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by an L/C Issuer and the Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit, and 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, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any
action or inaction of the L/C Issuer required or permitted under any law, order, or 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 L/C Issuer
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. 

(h) Letter of Credit Fees. The Borrower shall pay to the Lead Administrative Agent for the account of each Lender in accordance with its
Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such
Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to
the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages
allocable to such Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there
is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable
Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all overdue Letter of Credit Fees shall accrue at the Default Rate to the extent the Default Rate has otherwise been imposed hereunder
in accordance with Section 2.08(b). 
 (i) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit, in the case of Bank of America, at the rate per annum specified in the MLPFS Fee Letter and in the
case of each other L/C Issuer, at the rate per annum specified in such fee letter as may be entered into for such purpose between such L/C Issuer and 

  
 43 

Credit Agreement 








 
the Borrower, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fees shall be due and payable
to the applicable L/C Issuer on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable promptly on demand therefor and are
nonrefundable. 
 (j) 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. 
 (k) Letters of Credit Issued for Domestic Subsidiaries that are Group Members.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Domestic Subsidiary that is a Group Member, the Borrower shall be obligated to reimburse the applicable L/C
Issuer 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 Domestic Subsidiaries that are Group Members inures to the benefit of the Borrower, and
that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. The Subsidiaries of the Borrower for which Letters of Credit may be issued in support of obligations or for the account of are set forth in
Schedule 2.03(k), as such Schedule may be amended from time to time with the consent of solely the Borrower, the Lead Administrative Agent and the L/C Issuer. 

(l) Letters of Credit Reports. For so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver
to the Lead Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form of Exhibit G, appropriately completed with
the information for every outstanding Letter of Credit issued by such L/C Issuer. 
 2.04 Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period
applicable to such Swing Line Lender; provided, however, that after giving effect to any Swing Line Loan, (w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lender’s Commitment, (y) the aggregate Outstanding Amount of Swing Line Loans shall not exceed the 

  
 44 

Credit Agreement 








 
Swing Line Sublimit and (z) the Outstanding Amount of Swing Line Loans made by a Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment; provided,
further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (B) that a Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall
determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately
upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from a Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such
Lender’s Applicable Percentage times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing Line
Borrowing shall be made upon the Borrower’s irrevocable notice to such Swing Line Lender from whom the Borrower, in its discretion, is requesting a Swing Line Borrowing, and the Lead Administrative Agent, which may be given by
(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Lead Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice (or, to the
extent the Borrower has notified the Swing Line Lender and the Lead Administrative Agent by telephone pursuant to clause (A) of the immediately preceding sentence, telephonic notice) must be received by such Swing Line Lender and the Lead
Administrative Agent not later than 1:00 p.m. on the requested borrowing date and the Lead Administrative Agent will confirm with such Swing Line Lender (by telephone or in writing) of the contents thereof, and shall confirm (i) the amount to
be borrowed, which shall be a minimum of $1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to such Swing Line Lender and the Lead Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by a Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with
the Lead Administrative Agent (by telephone or in writing) that the Lead Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Lead Administrative Agent (by telephone or in writing) of
the contents thereof. Unless such Swing Line Lender has received notice (by telephone or in writing) from the Lead Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing
(A) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, such Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of each Swing Line Lender in Same Day Funds. 

(c) Refinancing of Swing Line Loans. 

  
 45 

Credit Agreement 








 (i) Each Swing Line Lender shall request, no less frequently than weekly, and may
at other times in its sole and absolute discretion request, on behalf of the Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to
such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the
requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions
set forth in Section 4.02. The applicable Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Lead Administrative Agent. Each Lender
shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Lead Administrative Agent in Same Day Funds (and the Lead Administrative Agent may apply Cash Collateral available with
respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lender at the Lead Administrative Agent’s Office for Dollar-denominated payments not later than 2:00 p.m. on the day specified in such Committed Loan
Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Lead Administrative Agent shall remit
the funds so received to the Swing Line Lenders. 
 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the applicable Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line
Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Lead Administrative Agent for the account of the Swing Line Lenders pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation. 
 (iii) If any Lender
fails to make available to the Lead Administrative Agent for the account of the Swing Line Lenders any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lenders shall be entitled to recover from such Lender (acting through the Lead Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Swing Line Lenders 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 applicable Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the
relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of a Swing Line Lender submitted to any Lender (through the Lead Administrative Agent) with respect to any amounts owing under
this clause (iii) shall be conclusive absent manifest error. 

  
 46 

Credit Agreement 








 (iv) Each Lender’s obligation to make Committed Loans or to purchase and
fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed 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 Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the applicable Swing
Line Lender receives any payment on account of such Swing Line Loan, a Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by such Swing Line Lender. 

(ii) If any payment received by a Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by such Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such Swing Line Lender in its discretion), each Lender shall pay to such
Swing Line Lender its Applicable Percentage thereof on demand of the Lead 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
Lead Administrative Agent will make such demand upon the request of the applicable Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. Each Swing Line Lender shall be responsible for invoicing the Borrower for interest on
the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the respective Swing Line Lender. 
 (f) Payments Directly to
Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the applicable Swing Line Lender. 

2.05 Prepayments. (a) The Borrower may, upon notice from the Borrower to the Lead Administrative Agent, at any time or from
time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Lead Administrative Agent not later than 12:00 noon (A) three Business Days prior
to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in 

  
 47 

Credit Agreement 








 
Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans or in each case, such later time as the Lead Administrative Agent may agree in its reasonable
discretion; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated
in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if
Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Lead Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such
prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that such notice may be conditioned
on the occurrence or non-occurrence of any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in
accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional
amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable
Percentages. 
 (b) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Lead Administrative Agent), at any
time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Lender and the Lead Administrative Agent
not later than 1:00 p.m. on the date of the prepayment or such later time as the applicable Swing Line Lender and the Lead Administrative Agent may agree in their reasonable discretion, and (ii) any such prepayment shall be in a minimum
principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, provided, that such notice may be conditioned on the occurrence or non-occurrence of any event. 

(c) If the Lead Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to 105%
of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce
such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(ii), the
Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in
effect. The Lead Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against


  
 48 

Credit Agreement 








 
the results of further exchange rate fluctuations. 
 (d) If the Lead Administrative
Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days
after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. 

2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Lead Administrative Agent (which notice may
be conditioned on the occurrence or non-occurrence of any event; provided that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in
accordance with Section 3.05 as a result of the failure to terminate the Aggregate Commitments), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that
(i) any such notice shall be received by the Lead Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Lead Administrative Agent may agree in its reasonable
discretion, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the
Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Lead Administrative Agent will promptly notify the Lenders of any
such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the
Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination. 
 2.07 Repayment of Loans. (a) The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Committed Loans made to the Borrower outstanding on such date. 
 (b) The Borrower shall
repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date. 

2.08 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum 

  
 49 

Credit Agreement 








 
equal to the Base Rate plus the Applicable Rate. 
 (b) (i) If any amount of
principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (ii) If any amount (other than principal of
any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon
demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other
times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 

(d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year
(the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the
actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the
rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. 
 2.09 Fees. In
addition to certain fees described in subsections (h) and (i) of Section 2.03: 
 (a) Commitment Fee.
The Borrower shall pay to the Lead Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate
Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. The commitment fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such 

  
 50 

Credit Agreement 








 
Applicable Rate was in effect. 
 (b) Other Fees. The Borrower shall pay to each
Arranger and the Lead Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letters, as the case may be. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever. 
 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans
(including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the
case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to
Section 2.12(a), bear interest for one day. Each determination by the Lead Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to
all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. 

2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Lead Administrative Agent in the ordinary course of business. The accounts or records maintained by the Lead Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Lead Administrative Agent in respect of such matters, the accounts and records of the
Lead Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Lead Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Lead
Administrative Agent) a Note, which shall evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and
maturity of its Loans and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in subsection (a), each
Lender and the Lead Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any
conflict between the accounts and records maintained by the Lead Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Lead Administrative Agent shall control in the absence of
manifest error. 

  
 51 

Credit Agreement 








 2.12 Payments Generally; Lead Administrative Agent’s
Clawback. (a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with
respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Lead Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the applicable Lead Administrative Agent’s Office in Dollars and in Same Day Funds not later than 3:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be made to the Lead Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Lead Administrative Agent’s Office
in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Lead Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Lead Administrative Agent may
require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in
Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Lead Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds
as received by wire transfer to such Lender’s Lending Office. All payments received by the Lead Administrative Agent (i) after 3:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Lead
Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

(b) (i) Funding by Lenders; Presumption by Lead Administrative Agent. Unless the Lead Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not
make available to the Lead Administrative Agent such Lender’s share of such Committed Borrowing, the Lead Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) 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 Committed Borrowing available to the Lead Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Lead Administrative Agent forthwith on demand such corresponding amount in Same Day Funds 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 Lead Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Lead
Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest 

  
 52 

Credit Agreement 








 
rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Lead Administrative Agent for the same or an overlapping period, the Lead Administrative Agent
shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Lead Administrative Agent, then the amount so paid shall constitute
such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Lead Administrative
Agent. 
 (ii) Payments by Borrower; Presumptions by Lead Administrative Agent. Unless the Lead Administrative Agent
shall have received notice from the Borrower prior to the date on which any payment is due to the Lead Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Lead
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 the L/C Issuer, 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 L/C Issuer, as the case may be, severally agrees to repay to the Lead Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, 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 Lead Administrative Agent, at the Overnight Rate. 

A notice of the Lead Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Lead
Administrative Agent funds for any Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Lead Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Lead Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to
fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation
or to make any payment under Section 10.04(c) 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 Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

  
 53 

Credit Agreement 








 2.13 Sharing of Payments by Lenders. 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 the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Lead Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or
make such other adjustments as shall be equitable, 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 Committed Loans and
other amounts owing them, provided that: 
 (i) if any such participations or subparticipations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17, or
(z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an
assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 
 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. 
 2.14
Reserved. 
 2.15 Extension of Maturity Date. 

(a) Requests for Extension. The Borrower may, by notice to the Lead Administrative Agent (who shall promptly notify the Lenders) not
later than 45 days prior to the then current Maturity Date, request that each Lender extend such Lender’s Maturity Date for an additional one year from the then current Maturity Date, provided that in no event shall (i) the Maturity
Date be extended beyond March 29, 2025 and (ii) the tenor of the Loan be greater than five years at any given time. 
 (b)
Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Lead Administrative Agent given not more than ten Business 

  
 54 

Credit Agreement 








 
Days after receiving notice of such extension from the Lead Administrative Agent (the “Notice Date”), advise the Lead Administrative Agent whether or not such Lender agrees to
such extension (and each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Lead Administrative Agent of such fact promptly after such
determination (but in any event no later than the Notice Date)) and any Lender that does not so advise the Lead Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender.
The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. 
 (c) Notification by Lead
Administrative Agent. The Lead Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the date 15 days prior to the then current Maturity Date (or, if such date is not a Business Day,
on the immediately preceding Business Day). 
 (d) Additional Commitment Lenders. The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in
Section 10.13; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall undertake a Commitment (and, if any such
Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) and shall agree, with respect to such undertaken Commitment, to such extension. 

(e) Minimum Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their
Maturity Date (each, an “Extending Lender”) and the assigned Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then current Maturity
Date, then, effective as of the then current Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the then current Maturity Date (except that, if such
date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. 

(f) Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Borrower shall deliver to the Lead
Administrative Agent a certificate dated as of the then current Maturity Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and
(ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent
that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the then current Maturity Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b),


  
 55 

Credit Agreement 








 
respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Extending Lender,
the Borrowers shall repay in full all Obligations (other than contingent indemnification obligations and Letters of Credit issued by any Non-Extending Lender that constitutes an L/C Issuer that have been Cash
Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans outstanding on such date (and pay any additional amounts required
pursuant to Section 3.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date. 

(g) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the
contrary. 
 2.16 Increase in Commitments. 

(a) Request for Increase. Provided there exists no Default, upon notice to the Lead Administrative Agent (which shall promptly notify
the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $600,000,000; provided that the Aggregate Commitments then in effect, after giving effect to
such increase, shall not exceed $1,600,000,000; and provided further that any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Borrower may (but shall not be obligated
to) request that all or any portion of the existing Lenders participate in such increase and, to the extent the Borrower has elected to do so, shall (in consultation with the Lead Administrative Agent) specify the time period within which each
Lender is requested to respond. 
 (b) Lender Elections to Increase. Each Lender who has received such request shall notify the Lead
Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding
within such time period shall be deemed to have declined to increase its Commitment. 
 (c) Notification by Lead Administrative Agent;
Additional Lenders. The Lead Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite
additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Lead Administrative Agent and its counsel. 

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Lead Administrative
Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Lead Administrative Agent shall promptly notify the Borrower and the Lenders of the final
allocation of such increase and the Increase Effective Date. 
 (e) Conditions to Effectiveness of Increase. As a condition precedent
to such 

  
 56 

Credit Agreement 








 
increase, the Borrower shall deliver to the Lead Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower
(i) certifying and attaching the resolutions adopted the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be
true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and
except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans (which prepayment may, notwithstanding any pro rata
borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders participating in the commitment increase) outstanding on the Increase Effective Date (and pay any additional amounts required
pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. 

(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the
contrary. 
 2.17 Cash Collateral. 

(a) Certain Credit Support Events. (i) Upon the request of the Lead Administrative Agent or the L/C Issuer (A) if the L/C
Issuer 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 Obligation for any reason remains outstanding,
the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of such L/C Borrowing, in the case of clause (A), and all L/C Obligations, in the case of clause (B). 

(ii) At any time that there shall exist a Defaulting Lender, immediately upon the request of the Lead Administrative Agent, the
L/C Issuer or any Swing Line Lender, the Borrower shall deliver to the Lead Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.18(a)(iv) and any
Cash Collateral provided by the Defaulting Lender). 
 (b) Grant of Security Interest. All Cash Collateral (other than credit support
not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Lead Administrative Agent. The Borrower, and to the extent provided by any Lender, such
Lender, hereby grants to (and subjects to the control of) the Lead Administrative Agent, for the benefit of the Lead Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lenders), a first priority security interest in all
such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant
to Section 2.17(c). If at any time the Lead Administrative 

  
 57 

Credit Agreement 








 
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Lead Administrative Agent as herein provided, or that the total amount of such Cash Collateral
is less than the applicable Fronting Exposure and other obligations secured thereby (including by reason of exchange rate fluctuations), the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Lead Administrative Agent, pay
or provide to the Lead Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 
 (c)
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.03, 2.04, 2.05, 2.18 or 8.02
in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be
released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee
following compliance with Section 10.06(b)(vi))) or (ii) the Lead Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral
furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.17 may be otherwise applied in accordance with
Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations. 
 2.18 Defaulting Lenders. 

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 
 (i) Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. 

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Lead
Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Lead Administrative Agent by that Defaulting
Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Lead Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the
Lead Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by 

  
 58 

Credit Agreement 








 
that Defaulting Lender to the L/C Issuer or any Swing Line Lender hereunder; third, if so determined by the Lead Administrative Agent or requested by the L/C Issuer or any Swing Line
Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; 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 that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Lead Administrative Agent; fifth, if so determined by the Lead
Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement;
sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that
Defaulting Lender as a result of that 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that 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 Borrowings in respect of which that Defaulting Lender has not fully funded its
appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Borrowings 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 Borrowings owed to, that Defaulting Lender. 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 2.18(a)(ii) shall be deemed paid to and redirected by
that Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. That Defaulting Lender
(x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that
otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h). 

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a
Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to
Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided,
that, (i) each such reallocation shall be given effect only if, at the date of such reallocation, no Default or Event of Default exists; (ii) the aggregate obligation of each non-Defaulting Lender to
acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-

  
 59 

Credit Agreement 








 
Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender; and (iii) subject to Section 10.21, 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. 

(b) Defaulting Lender Cure. If the Borrower, the Lead Administrative Agent, each Swing Line Lender and the L/C Issuer agree in writing
in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Lead 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 that portion of outstanding Loans of the other Lenders or take such other actions as the Lead
Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.18(a)(iv)), whereupon that 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. 
 ARTICLE III. 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01 Taxes. 
 (a)
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 
 (i) Any and all payments by or on
account of any obligation of the respective Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable
Laws require the Borrower or the Lead Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Lead Administrative Agent, as the case may be, upon
the basis of the information and documentation to be delivered pursuant to subsection (e) below. 
 (ii) If the Borrower
or the Lead Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Lead Administrative Agent or the
Borrower shall withhold or make such deductions as are determined by the Lead Administrative Agent to be required by applicable Laws, (B) the Lead Administrative Agent or the Borrower shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with the Code, and (C) to 

  
 60 

Credit Agreement 








 
the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower 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 3.01) the Lead Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the
sum it would have received had no such withholding or deduction been made. 
 (iii) If the Borrower or the Lead
Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Lead Administrative Agent, as required by such Laws, shall withhold or make such
deductions as are determined by it to be required by applicable Laws, (B) the Borrower or the Lead Administrative Agent, to the extent required by such Laws, shall make such deductions and the Borrower or the Lead Administrative Agent shall
timely pay the full amount so withheld or deducted by it 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 or Other Taxes, the
sum payable by the Borrower 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 3.01) by the Lead Administrative Agent, Lender or L/C Issuer, as the case may be, 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 Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay
any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws. 
 (c) Tax Indemnifications. 

(i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the
Lead Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 20 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) withheld or deducted by the Borrower or the Lead Administrative Agent or paid by the Lead Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby,
indemnify the Lead Administrative Agent, and shall make payment in respect thereof within 20 days after demand therefor, for any Indemnified Taxes which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Lead Administrative
Agent as required by clause (ii) of this subsection, and the Lead Administrative Agent and each Lender agree that, upon the making of such payment, the Borrower shall automatically be entitled to, and may exercise all rights of, subrogation in
respect of such payment. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Lead Administrative Agent), or by the Lead Administrative Agent on its own behalf or
on behalf of a Lender or the 

  
 61 

Credit Agreement 








 
L/C Issuer, shall be conclusive absent manifest error. 
 (ii) Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower and the Lead Administrative Agent, and shall make payment in respect thereof within 20 days after demand
therefore, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Lead Administrative Agent) incurred by
or asserted against the Borrower or the Lead Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to (y) comply with the provisions of
Section 10.06(d) relating to the maintenance of a Participant Register and (z) deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the
L/C Issuer, as the case may be, to the Borrower or the Lead Administrative Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the Lead Administrative Agent to set off and apply any and all amounts at any time owing to
such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Lead Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation
and/or replacement of the Lead Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

 (d) Evidence of Payments. Upon request by the Borrower or the Lead Administrative Agent, as the case may be, after any payment of
Taxes by the Borrower or by the Lead Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Lead Administrative Agent or the Lead 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 Lead Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax
Documentation. 
 (i) Each Lender shall deliver to the Borrower and to the Lead Administrative Agent, at the time or
times prescribed by applicable Laws or when reasonably requested by the Borrower or the Lead Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and
such other reasonably requested information as will permit the Borrower or the Lead Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrower hereunder or under any other Loan Document
are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such
Lender by the respective Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictions. 

  
 62 

Credit Agreement 








 (ii) Without limiting the generality of the foregoing, if the Borrower is
resident for tax purposes in the United States, 
 (A) any Lender that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Lead Administrative Agent executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding tax, and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Lead Administrative Agent as will enable the Borrower or the Lead Administrative Agent, as
the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and 

(B) Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of
withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Lead 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 request of the Borrower on behalf of the Borrower or the Lead Administrative Agent, but only if such Foreign Lender is legally entitled to do so),
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-E (or W-8BEN, as applicable), 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-E (or W-8BEN, as applicable) 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 Internal Revenue Service Form W-8ECI, 

(III) to the extent a Foreign Lender is not the beneficial owner, (w) executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or
W-8BEN, as applicable) , (x) a certificate 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 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, (y) IRS Form
W-9, and/or (z) 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


  
 63 

Credit Agreement 








 
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate described in clause (x) of this paragraph on behalf of each such direct and
indirect partner, 
 (IV) 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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed copies of Internal Revenue Service Form W-8BEN-E, 
 (V) 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 Lead Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Lead 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 Lead Administrative Agent as may be necessary for the
Borrower and the Lead 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 (V), “FATCA” shall include any amendments made to FATCA after the date of this Agreement, or 

(VI) executed copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in
United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Lead Administrative Agent to determine the withholding or deduction required to be made. 

(iii) Each Lender shall promptly (A) notify the Borrower and the Lead Administrative Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Lead Administrative Agent make any withholding or deduction for taxes from amounts
payable to such Lender. Notwithstanding anything to the contrary herein, each Lender agrees that if any form or certification it previously delivered expires or becomes 

  
 64 

Credit Agreement 








 
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Lead Administrative Agent in writing of its legal inability to do so.

 (iv) The Borrower shall promptly deliver to the Lead Administrative Agent or any Lender, as the Lead Administrative Agent
or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the
Borrower, as are required to be furnished by such Lender or the Lead Administrative Agent under such Laws in connection with any payment by the Lead Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan
Documents, with respect to such jurisdiction. 
 (v) For purposes of this Section 3.01(e), any
reference to “Lender” shall include a reference to any L/C Issuer. 
 (f) Treatment of Certain Refunds. Unless required by
applicable Laws, at no time shall the Lead Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld
or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Lead Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes as to
which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Lead Administrative Agent, such Lender
or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Lead Administrative Agent, such
Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lead Administrative Agent, such Lender or the L/C Issuer in the
event the Lead Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(f), in no event will the Lead
Administrative Agent, any Lender or the L/C Issuer be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Lead Administrative Agent, Lender or L/C Issuer, as applicable, in a less favorable net
after-Tax position than that Lead Administrative Agent, Lender or L/C Issuer 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. This subsection shall not be construed to require the Lead Administrative Agent, any Lender or the L/C Issuer to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. 
 (g) The
agreements in this Section 3.01 shall survive the resignation of the Lead 

  
 65 

Credit Agreement 








 
Administrative Agent, any L/C Issuer and any Swing Line Lender, the replacement of any Lender, any L/C Issuer and any Swing Line Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all other Obligations. 
 3.02 Illegality. If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative Currency), or
to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency
in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Lead Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or
currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate
Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Lead
Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Lead Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer
exist (which notice such Lender agrees to give promptly upon a determination that such circumstances no longer exist). Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Lead Administrative
Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Lead Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based
upon the Eurocurrency Rate, the Lead Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Lead Administrative Agent is
advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount
so prepaid or converted. 
 3.03 Inability to Determine Rates. (a) If the Required Lenders determine that for any reason
in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, unless and until a LIBOR Successor Rate is implemented in accordance with Section 3.03(b), that (a) deposits
(whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or 

  
 66 

Credit Agreement 








 
an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Lead Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders
to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate,
the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Lead Administrative Agent (upon the instruction of the Required Lenders) revokes such notice (which notice the Lead
Administrative Agent and the Required Lenders agree to promptly revoke upon determination that the conditions giving rise to such notice no longer exist). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified
therein. 
 (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Lead Administrative Agent
determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Lead Administrative Agent (with, in the case of the Required Lenders, a copy to 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, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such
circumstances are unlikely to be temporary; 

  

	 	(ii)	the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Lead 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 


 

	 	(iii)	syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to
replace LIBOR, 

 then, reasonably promptly after such determination by the Lead Administrative Agent or receipt by the Lead Administrative
Agent of such notice , as applicable, the Lead 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 existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”),
together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Lead Administrative Agent shall have posted such


  
 67 

Credit Agreement 








 
proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Lead 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) above exist or
the Scheduled Unavailability Date has occurred (as applicable), the Lead Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans
shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency 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 Eurocurrency Rate Loans (to the extent of the affected Eurocurrency 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. 

3.04 Increased Costs; Reserves on Eurocurrency Rate Loans. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) (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 or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate contemplated by Section 3.04(e),
other than as set forth below) or the L/C Issuer; 
 (ii) subject any Lender or the L/C Issuer to any Tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof
(except for Indemnified Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); 

(iii) [Reserved]; or 

(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurocurrency Rate 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 or maintaining any Loan (or of maintaining its obligation to make any Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether 

  
 68 

Credit Agreement 








 
of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will promptly pay to such Lender or the L/C Issuer, as the case may be, after the
Borrower’s receipt of a reasonably detailed invoice therefor (showing in reasonable detail the calculation thereof; provided, that such request for compensation is consistent with such Lender’s general practice toward similarly
situated borrowers) such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or an L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or
any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C
Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will promptly pay to such
Lender or such L/C Issuer, as the case may be, after the Borrower’s receipt of a reasonably detailed invoice therefore (showing in reasonable detail the calculation thereof; provided, that such request for compensation is consistent with
such Lender’s general practice toward similarly situated borrowers) such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts
necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall
pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 20 days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, 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 the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) Additional Reserve Requirements. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency 

  
 69 

Credit Agreement 








 
liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (which
allocation shall be consistent with the Lender’s general practice toward similarly situated borrowers) (as determined by such Lender in good faith, which determination shall be conclusive, absent manifest error), and (ii) as long as such
Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate
Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (which allocation shall be
consistent with the Lender’s general practice toward similarly situated borrowers) (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error, which in each case shall be due and payable on each
date on which interest is payable on such Loan, provided the Borrower shall have received at least 20 days’ prior notice (with a copy to the Lead Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to
give notice 20 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 20 days from receipt of such notice. 

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Lead Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any reasonable and documented loss and out-of-pocket cost or expense incurred by it
as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 

(c) any failure by the Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled
due date or any payment thereof in a different currency; or 
 (d) any assignment of a Eurocurrency Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; 
 excluding any loss of
anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were
obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to
have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore 

  
 70 

Credit Agreement 








 
interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. 

3.06 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the
Borrower is required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice
pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, 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 judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable and documented costs
and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 
 (b) Replacement of
Lenders. If any Lender requests compensation under Section 3.04, or if 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 3.01, the Borrower may replace such Lender in accordance with Section 10.13. 

3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and resignation of the Lead Administrative Agent. 
 ARTICLE IV. 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to the prior or substantially concurrent satisfaction of the following conditions precedent: 
 (a) The Lead
Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and
each in form and substance reasonably satisfactory to the Lead Administrative Agent: 
 (i) executed counterparts of this
Agreement; 
 (ii) Notes executed by the Borrower in favor of each Lender requesting Notes, each of which shall be originals
or telecopies (followed promptly by originals); 
 (iii) such customary certificates of resolutions or other action,
incumbency 

  
 71 

Credit Agreement 








 
certificates and/or other certificates of Responsible Officers the Borrower as the Lead Administrative Agent may reasonably require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; 

(iv) such customary documents and certifications of public officials as the Lead Administrative Agent may reasonably require to
evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing and in good standing in its jurisdiction of organization; 

(v) a customary opinion of Proskauer Rose LLP, counsel to the Borrower, reasonably satisfactory to the Lead Administrative
Agent and addressed to the Lead Administrative Agent and each Lender; 
 (vi) [Reserved]; 

(vii) a customary 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 there has been no event or circumstance except with respect to the Disclosed Matters 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; and 
 (viii) customary
evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated. 
 (b) Any fees required to
be paid hereunder and pursuant to the Fee Letters on or before the Closing Date shall have been paid. 
 (c) Unless waived by the Lead
Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the Lead Administrative
Agent (directly to such counsel if requested by the Lead Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lead
Administrative Agent). 
 Without limiting the generality of the provisions of the last paragraph of Section 9.03,
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 Lead Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto. 

  
 72 

Credit Agreement 








 4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor
any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: 

(a) The representations and warranties of (i) the Borrower contained in Article V (other than the representations and warranties
contained in Sections 5.05(c) and 5.06 to the extent the proceeds of such Credit Extension are used to repay commercial paper issued by the Borrower) and (ii) the Borrower contained in each other Loan Document shall be true and
correct in all material respects (except to the extent any such representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be in all respects) on and as of the date of such Credit
Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. 

(b) No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof. 

(c) The Lead Administrative Agent and, if applicable, the L/C Issuer or a Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof. 
 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Credit Extension. 
 ARTICLE V. 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Lead Administrative Agent and the Lenders that: 

5.01 Existence, Qualification and Power. The Borrower and each other Group Member (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate or organizational power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Borrower, execute, deliver and perform its obligations under the Loan Documents to which it is a party, and
(c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except
in each case referred to in clauses (a) (other than with respect to the Borrower), (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. 

5.02 Authorization; No Contravention. The execution, delivery and performance by


  
 73 

Credit Agreement 








 
the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms
of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law. 
 5.03
Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the
execution, delivery or performance by the Borrower of this Agreement or any other Loan Document. 
 5.04 Binding Effect. This
Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditor’s rights generally 

5.05 Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered
thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. 

(b) [Reserved]. 
 (c) As of the
Closing Date, except with respect to the Disclosed Matters since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a
Material Adverse Effect. 
 5.06 Litigation. Except with respect to the Disclosed Matters, there are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries that are Group Members
or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) are reasonably likely to result in an adverse
determination and, if determined adversely, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. 

5.07 No Default. Neither the Borrower nor any Group Member is in default under or with respect to any Contractual Obligation,
which default would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred 

  
 74 

Credit Agreement 








 
and is continuing or would result from the consummation by the Borrower of the transactions contemplated by this Agreement or any other Loan Document. 

5.08 Ownership of Property; Liens. Each of the Borrower and each Group Member has marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and
each Group Member is subject to no Liens, other than Liens permitted by Section 7.01. 
 5.09
Environmental Compliance. The Borrower and each Group Member, conducts in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. 
 5.10 Insurance. The properties of the Borrower and each Group Member are insured with
financially sound and reputable insurance companies not Affiliates of the Borrower (other than in the case of self-insurance), in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles
and covering such risks as, in the good faith business judgment of the Borrower, prudent for companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Group Member operates. 

5.11 Taxes. The Borrower and each Group Member have filed all Federal, material state and other material tax returns and reports
required to be filed, and have paid all Federal, material state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those
which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Group Member that
would, if made, have a Material Adverse Effect. Neither the Borrower nor any Group Member is party to any tax sharing agreement. 

5.12 ERISA Compliance. 

(a) Each Plan (other than a Multiemployer Plan) is in compliance in all material respects with the applicable provisions of ERISA, the Code and
other Federal or state laws other than any non-compliance that would not reasonably be expected to result in a Material Adverse Effect. Each Pension Plan and to the knowledge of the Borrower, each
Multiemployer Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under
Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from Federal income tax under Section 501(a) of the Code, or an application for such a letter has been timely
submitted to the Internal Revenue Service. To the knowledge of the Borrower, nothing has occurred that would reasonably be 

  
 75 

Credit Agreement 








 
expected to prevent or cause the loss of such tax-qualified status. 

(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect
to any Plan that would reasonably be expected to result in a Material Adverse Effect. 
 (c) Except as disclosed in Schedule 5.12(c)
hereto, or with respect to the occurrence of an event described in clause (ii) through (v) below, as would not reasonably be expected to result in liability of the Borrower or an ERISA Affiliate in an aggregate amount in excess of the Threshold
Amount, (i) no ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan
or Multiemployer Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding
Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor
any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor
any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or
circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. 

(d) As of the Closing Date, neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to
contribute to, or liability under, any active or terminated Pension Plan or Multiemployer Plan other than those listed on Schedule 5.12(d) hereto. 

(e) With respect to each employee benefit scheme or arrangement mandated by a government other than the United States (a “Foreign
Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by the Borrower or any Group Member that is not subject to United States law (a “Foreign Plan”): (i) any
employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair
market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to
procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such
obligations in accordance with applicable generally accepted accounting principles; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities,
except, in each case of clauses (i) – (iii), as where the failure to do so, either 

  
 76 

Credit Agreement 








 
individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. 

(f) As of the Closing Date, the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. 

5.13 Subsidiaries; Equity Interests. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable (to the extent such concept is applicable) and are owned by the Borrower
or another Subsidiary of the Borrower in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens (other than any non-consensual Liens permitted by
Section 7.01). As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding
Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable. 
 5.14 Margin Regulations;
Investment Company Act. 
 (a) The Borrower is not engaged nor will engage, principally or as one of its important activities, in the
business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB) (excluding, for the avoidance of doubt any (a) repurchases of the Equity Interests of the Borrower or any Subsidiary and
(b) acquisitions consummated in accordance with Section 7.02), or extending credit for the purpose of purchasing or carrying margin stock. 

(b) None of the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company
Act of 1940. 
 5.15 Disclosure. No written report, financial statement, certificate or other information, other than general
economic or specific industry or other forward-looking information, including financial projections, furnished by or on behalf of the Borrower to the Lead Administrative Agent or any Lender in connection with the transactions contemplated hereby and
the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to any projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and
assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not 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. 

5.16 Compliance with Laws. The Borrower and each Group Member is in 

  
 77 

Credit Agreement 








 
compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which
(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. 
 5.17 Reserved. 

5.18 Intellectual Property; Licenses, Etc. The Borrower and each Group Member own, or possess the right to use, all of the
trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) used in the conduct of the operation of their respective businesses,
without, to the knowledge of the Borrower, conflict with the rights of any other Person other than any such conflict that would not reasonably be expected to result in a Material Adverse Effect. 

5.19 OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any of their respective
directors, officers, employees, agents, affiliates or representatives thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. 

5.20 AML Laws, Anti-Corruption Laws. The Borrower has implemented and maintains in effect policies and procedures designed to
ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable AML Laws. None of (a) the Borrower or any Subsidiary or (b) to the knowledge of the
Borrower, any of their respective directors, officers or employees is in violation of AML Laws or Anti-Corruption Laws. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of
AML Laws or Anti-Corruption Laws by the Borrower, or any Subsidiary of the Borrower. 
 5.21 EEA Financial Institutions. The
Borrower is not an EEA Financial Institution. 
 ARTICLE VI. 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, and 6.03) cause each Group Member to: 
 6.01 Financial Statements.
Deliver to the Lead Administrative Agent and each Lender: 
 (a) as soon as available, but in any event within 90 days after the end of each
fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2018), a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year, and the related consolidated statements of
income or operations, changes in 

  
 78 

Credit Agreement 








 
shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by (i) a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification or exception (other than any qualification or exception in the last year of this Agreement and due solely to the impending maturity of the Loans and
Commitments hereunder) or any qualification or exception as to the scope of such audit; and 
 (b) as soon as available, but in any event
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended March 31, 2018), a consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of
changes in shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in each case in comparative form, as applicable, the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer, assistant treasurer or controller of the Borrower as fairly
presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes. 
 As to any information contained in materials furnished pursuant to
Section 6.02(b), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in clauses (a) and (b) above at the times specified therein. 

6.02 Certificates; Other Information. Deliver to the Lead Administrative Agent and each Lender, in form and detail satisfactory
to the Lead Administrative Agent and the Required Lenders: 
 (a) concurrently with the delivery of the financial statements referred to in
Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 
 (b)
promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and all annual, regular, periodic and special reports and registration
statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934; and 

(c) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of public or otherwise syndicated debt
securities of the Borrower or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any
other clause of 

  
 79 

Credit Agreement 








 
this Section 6.02; and 
 (d) promptly, and in any event
within five Business Days after receipt thereof by the Borrower or any Group Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Group Member; provided that the Borrower or such Group Member are not
explicitly prohibited (in writing) by the SEC (or such comparable agency) from furnishing such notice or such other correspondence to any Person; and 

(e) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or
compliance with the terms of the Loan Documents, as the Lead Administrative Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 6.01 or Section 6.02 (to the extent
any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a
link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which
each Lender and the Lead Administrative Agent have access (whether a commercial, third-party website or administered by the SEC or sponsored by the Lead Administrative Agent); provided that: (i) the Lead Administrative Agent shall
deliver paper copies of such documents to any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Lender and (ii) the Borrower shall notify the Lead
Administrative Agent, who shall notify each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon the reasonable request of the Lead Administrative Agent, provide to the Lead Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents. 
 The Borrower hereby acknowledges that (a) the Lead Administrative
Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Borrower or its respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities
with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Lead Administrative Agent, the Arranger, the L/C
Issuer and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth 

  
 80 

Credit Agreement 








 
in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side
Information”; and (z) the Lead Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information”. 
 Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower
Materials “PUBLIC” unless the Borrower wants to make Borrower Materials available to Public Lenders. 
 6.03
Notices. Promptly notify the Lead Administrative Agent, who shall notify each Lender: 
 (a) of the occurrence of any Default; 

(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Group Member; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Group
Member and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Group Member, including pursuant to any applicable Environmental Laws; 

(c) of the occurrence of any ERISA Event which, individually or in the aggregate with other ongoing ERISA Events, would reasonably be expected
to result in an Event of Default under Section 8.01(i); 
 (d) of any material change in accounting policies or
financial reporting practices by the Borrower; and 
 (e) of any announcement by Moody’s or S&P of any change or possible change in
a Credit Rating. 
 Each notice pursuant to this Section 6.03 (other than
Section 6.03(e) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04 Payment of Taxes. Pay and discharge promptly, all Taxes (including any withholding Taxes required by law to be paid
by the Borrower), assessments, and governmental charges or levies imposed upon it, upon its property or any part thereof, upon its income or profits or any part thereof, in each case that, individually or in the aggregate, are material to the
Borrower and its Subsidiaries, considered as a whole, or upon any right or interest of the Lenders under any Loan Document; except that the Borrower and its Subsidiaries shall not be required to pay or cause to be paid (a) any income or gross
receipts Tax generally applicable to banks or (b) 

  
 81 

Credit Agreement 








 
any Tax, assessment, charge, or levy that is not yet past due, or is being contested in good faith by appropriate proceedings, as long as the relevant entity has established and maintains
adequate reserves in accordance with GAAP for the payment of the same and by reason of such nonpayment no material property necessary in the ordinary course of the business of the Borrower is in danger of being lost or forfeited. 

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all commercially reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) renew and use commercially reasonable
efforts to preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect. 

6.06 Maintenance of Properties. (a) Maintain all of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material
Adverse Effect. 
 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not
Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving
effect to any self-insurance compatible with the following standards) as are prudent in the good faith business judgment of the Borrower. 

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. 
 6.09 Books and
Records. Maintain proper books of record and account, in which, in all material respects, full, true and correct entries in conformity in all material respects with GAAP (to the extent applicable) consistently applied shall be made of all
financial transactions and matters involving the assets and business of the Borrower or such Group Member, as the case may be. 

6.10 Inspection Rights. Permit representatives and independent contractors of the Lead Administrative Agent and each Lender to
visit and reasonably inspect non-intrusively any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants (and the Borrower shall be afforded opportunity to 

  
 82 

Credit Agreement 








 
participate in such discussion) and at such reasonable times during normal business hours and no more than one time per calendar year, upon reasonable advance notice to the Borrower; it being
understood and agreed that the Borrower shall not be obligated to reimburse any expenses incurred in connection with any such visitations or inspections; provided, however, that when a Default or an Event of Default exists the Lead
Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours, with at least one Business Day’s
advance notice and as often as reasonably desired. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan Document, including, without limitation, financing working capital and capital expenditures, lending to its Subsidiaries, acquiring other Persons or businesses and refinancing
outstanding amounts, if any, under the Existing Credit Agreement. 
 ARTICLE VII. 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Group Member to,
directly or indirectly: 
 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following: 
 (a) Liens pursuant to any Loan Document; 

(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals, refinancings or extensions thereof, provided
that (i) the property covered thereby is not changed (other than fixtures, additions or improvements thereon), (ii) the amount secured or benefited thereby is not increased (other than any termination or financing fees incurred in connection
with such renewal, refinancing or extension) and (iii) no additional direct or contingent obligors are joined with respect thereto; 

(c) Liens for Taxes, assessments or governmental levies not yet due or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person; 
 (e) pledges or deposits in the ordinary course of business in connection with workers’


  
 83 

Credit Agreement 








 
compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 
 (g) easements, rights-of-way, restrictions, licenses, covenants and other similar encumbrances affecting real property which do not, individually or in the aggregate, materially interfere
with the ordinary conduct of the business of the applicable Person; 
 (h) Liens securing judgments for the payment of money not constituting
an Event of Default under Section 8.01(h); 
 (i) Liens securing Capital Leases, Synthetic Lease Obligations and
purchase money obligations for fixed or capital assets (or any fixtures, additions or improvements thereon); provided, however, that, subject to clause (j) below, the aggregate amount of all such Indebtedness shall not exceed
$125,000,000 at any time; provided, further that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, together with any fixtures, additions or improvements thereon,
(ii) such Liens shall be created within 180 days of the acquisition of such fixed or capital assets or such fixtures, additions or improvements thereon and (iii) the Indebtedness secured thereby does not exceed the lower of cost or fair
market value, as reasonably determined by the Borrower in good faith, of the property being acquired on the date of acquisition, together with the cost of any such fixtures, additions or improvements (the foregoing clauses (i), (ii) and (iii),
collectively, the “Capital Lease Lien Requirements”); 
 (j) Liens securing Indebtedness (including, for the avoidance of
doubt, Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (or any fixtures, additions or improvements thereon) in excess of the amount permitted to be incurred under
Section 7.01(i), but subject to the Capital Lease Lien Requirements) that is either (i) permitted to be incurred by the Borrower under this Agreement or (ii) permitted to be incurred under
Section 7.03(d); provided that in no event shall the aggregate outstanding principal amount of such Indebtedness exceed, at the time of incurrence, twelve and a half percent (12.5%) of the Borrower’s
consolidated total assets as reflected in the most recent annual audited consolidated financial statements delivered pursuant to Section 6.01(a), giving pro forma effect to any Material Acquisition since the date of such
most recent financial statements as if it had occurred on the first day of such relevant financial statement period; 
 (k) [Reserved]; 

(l) Leases or subleases which do not materially interfere with the ordinary course of business of the applicable Person; 

(m) Rights to setoff with respect to deposit accounts in the ordinary course of business; 

  
 84 

Credit Agreement 








 (n) Liens on property or assets acquired pursuant to an acquisition permitted under this
Agreement (and the proceeds thereof) or assets of a Group Member of the Borrower in existence at the time such Group Member is acquired pursuant to an acquisition permitted under this Agreement and not created in contemplation thereof; 

(o) Receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the
related inventory or proceeds thereof; 
 (p) Liens in favor of customs and revenue authorities arising as a matter of Law; 

(q) Licenses of IP Rights in the ordinary course of business; and 

(r) any interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or equivalent filings,
registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement. 
 7.02 Investments.
Make any Investments, except: 
 (a) Investments held by the Borrower or any other Group Member in the form of cash equivalents; 

(b) Investments by the Borrower or any other Group Member in (i) the Borrower or any Group Member or (ii) any Immaterial Subsidiary;

 (c) advances to officers, directors and employees of the Borrower, the Group Members or any Immaterial Subsidiary in an aggregate amount
not to exceed $5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 
 (d)
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; 
 (e) Investments in
existence on the Closing Date and set forth in Schedule 7.02 and any renewals, refinancings or extensions thereof that do not increase the principal amount thereof after giving effect to such renewal, refinancing or extension; 

(f) Investments in Joint Ventures; provided, that at the time of such Investment no Default or Event of Default shall then exist and no
Default or Event of Default would result from such Investment; and 
 (g) other than Investments permitted under
Section 7.02(f), Investments not otherwise permitted under this Section 7.02; provided, that at the time of such Investment no Default or Event of Default shall then exist and no Default or
Event of Default would result from such Investment. 
 7.03 Subsidiary Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness of any Subsidiary of the Borrower that is a Group Member, except: 

  
 85 

Credit Agreement 








 (a) Indebtedness secured by Liens permitted under Section 7.01 other
than Section 7.01(j); 
 (b) Indebtedness in existence on the Closing Date and set forth in Schedule 7.03;

 (c) intercompany Indebtedness to the extent the corresponding Investment is permitted by Section 7.02(b); and

 (d) Indebtedness incurred by Subsidiaries of the Borrower that are Group Members; provided that the aggregate outstanding principal
amount of such Indebtedness shall in no event exceed, at the time of incurrence, twelve and a half percent (12.5%) of the Borrower’s consolidated total assets as reflected in the most recent annual audited consolidated financial statements
delivered pursuant to Section 6.01(a), giving pro forma effect to any Material Acquisition since the date of such most recent financial statements as if it had occurred on the first day of such relevant financial statement
period, minus the aggregate principal amount of Indebtedness of the Borrower that is outstanding at the time of such incurrence and that is secured by a Lien pursuant to Section 7.01(j). 

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) assets constituting all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries to or in favor of any Person, except that, so long as no Event of
Default exists or would result therefrom: 
 (a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall
be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 
 (b) any Subsidiary may Dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; and. 
 (c) the Borrower
or any Group Member may make any Disposition permitted by Section 7.05 (other than Section 7.05(e)). 

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 

(a) Dispositions of surplus, obsolete or worn out property, or any property no longer used or usable in the ordinary conduct of business of the
applicable Person, whether now owned or hereafter acquired, in the ordinary course of business; 
 (b) Dispositions of inventory in the
ordinary course of business; 
 (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for
credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 

(d) Dispositions of property by the Borrower or any Group Member to (i) the 

  
 86 

Credit Agreement 








 
Borrower or any Group Member or (ii) an Immaterial Subsidiary; 
 (e) Dispositions
permitted by Section 7.04 (other than Section 7.04(c)); 
 (f) non-exclusive licenses of IP Rights in the ordinary course of business; 
 (g) Dispositions by the Borrower
and Group Members not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book
value of all property Disposed of in reliance on this clause (g) shall not exceed in the aggregate, on the date of such Disposition, including any Disposition to be made on such date of determination, twenty percent (20%) per annum of the
Borrower’s consolidated total assets as reflected in the most recent annual audited consolidated financial statements delivered pursuant to Section 6.01(a), giving pro forma effect to any Material Acquisition since the
date of such most recent financial statements as if it had occurred on the first day of such relevant financial statement period; 
 (h)
Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; 

(i) the abandonment, termination or other Disposition of IP Rights in the ordinary course of business; 

(j) Dispositions or use of cash and cash equivalents in the ordinary course of business or any transaction permitted hereunder; and 

(k) Dispositions of accounts receivable pursuant to any transaction set forth in Schedule 7.05(k) hereto (a “Scheduled
Disposition”) or any other ongoing receivables sales programs substantially similar to any such Scheduled Disposition and with customary market terms and conditions or otherwise not materially less favorable to the Borrower than such
Scheduled Disposition; provided, that the aggregate principal amount of the accounts receivable subject to all such transactions shall not exceed $150,000,000 at any time; 

provided, however, that any Disposition pursuant to clauses (b), (c), (g) and (j) shall be for fair market value, as reasonably determined
by the applicable Person in good faith. 
 7.06 Reserved. 

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of
business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto or reasonable extensions thereof; provided, that the manufacturing, marketing, distribution and sale of any
consumer product (whether or not similar to any product sold by the Borrower or any of its Subsidiaries) shall not be considered to be substantially different from the lines of business conducted by the Borrower and its Subsidiaries on the Closing
Date. 
 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether
or not in the ordinary course of business, other than on terms 

  
 87 

Credit Agreement 








 
substantially as favorable to the Borrower or such Group Member as would be obtainable by the Borrower or such Group Member at the time in a comparable arm’s length transaction with a Person
other than an Affiliate, provided that the foregoing restriction shall not apply to: 
 (a) indemnification or compensation of, and
reimbursement of expenses to, directors and officers of the Borrower and its Subsidiaries and the issuance of Equity Interests thereto that are permitted hereunder; 

(b) transactions between and among the Borrower and the Group Members and their Subsidiaries permitted hereunder; and 

(c) transactions between and among the Borrower and the Group Members and Joint Ventures permitted hereunder. 

7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that
limits the ability (a) of any Group Member to make Restricted Payments to the Borrower or any Group Member or to otherwise transfer property to the Borrower or any Group Member or (b) of any Group Member to Guarantee the Indebtedness of
the Borrower. 
 7.10 Use of Proceeds. Use the proceeds of any Credit Extension, nor will the Borrower allow any of its
Subsidiaries to use the proceeds of any Credit Extension, for the purpose of “purchasing” or “carrying” any Margin Stock in any manner that would cause any Lender to be in violation of Regulation U, of the FRB (or any other
regulation of the FRB) or the Exchange Act, in each case as in effect on the date or dates of such Credit Extension and the use of such proceeds. 

7.11 Financial Covenant. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter, for the Measurement
Period then ended, to be greater than 3.75:1.00; provided that (i) the Consolidated Leverage Ratio shall increase to 4.25:1.00 for the 12 month period commencing on the date the Borrower or any Subsidiary consummates the first Material
Acquisition immediately following the Closing Date and (ii) except in the case of the first Material Acquisition immediately following the Closing Date, which shall be subject to clause (i) above, if the Borrower shall have satisfied the
Financial Covenant Step-Up Requirement, the Consolidated Leverage Ratio shall increase to 4.25:1.00 for the 12 month period commencing on the date the Borrower or any Subsidiary consummates any Material
Acquisition. 
 7.12 Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or
otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding,
is the subject of Sanctions, or in any other manner that will result in a violation by a Lender, an Arranger, the Lead Administrative Agent, the L/C Issuer or any Swing Line Lender of Sanctions. 

7.13 AML Laws; Anti-Corruption Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose which would
be in violation of any AML Laws or Anti-Corruption Laws. 

  
 88 

Credit Agreement 








 ARTICLE VIII. 

EVENTS OF DEFAULT AND REMEDIES 

8.01 Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, and
in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or
(iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections
6.01, 6.03(a), 6.05(a) (solely with respect to the Borrower), 6.10 or 6.11 or Article VII; or 
 (c)
Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for
30 days after notice thereof from the Lead Administrative Agent (given at the request of any Lender) to the Borrower; or 
 (d)
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by the Borrower herein or in any other Loan Document shall be incorrect or misleading in any material respect when made or
deemed made; or 
 (e) Cross-Default. (i) The Borrower or any Group Member (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount and such failure continues after the expiration of the applicable grace
period, if any, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs,
which, in any case, shall continue unremedied after expiration of any applicable grace period, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of
such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or
redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or
(ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination


  
 89 

Credit Agreement 








 
Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or 

(f) Insolvency Proceedings, Etc. The Borrower or any Group Member institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or
an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) The Borrower or any
Group Member becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or 
 (h)
Judgments. There is entered against the Borrower or any Group Member one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage) and (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
 (i) ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted in liability of the Borrower or any ERISA Affiliate under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or (iii) the Borrower or any Group Member incurs a liability (excluding non-delinquent
contributions, benefits, taxes and/or administrative expenses or payments made or incurred in the ordinary course of business) under a Foreign Government Scheme or Arrangement or Foreign Plan in an aggregate amount in excess of the Threshold Amount;
or 
 (j) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or thereunder, any action or omission by the Lead Administrative Agent or any Lender or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower contests
in any manner the validity or enforceability of any provision of any Loan Document; or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any
Loan Document; or 

  
 90 

Credit Agreement 








 (k) Change of Control. There occurs any Change of Control. 

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Lead Administrative
Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 
 (a) declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and 

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents; 
 provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the
Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without
further act of the Lead Administrative Agent or any Lender. 
 8.03 Application of Funds. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Lead Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable
and documented fees, charges and disbursements of counsel to the Lead Administrative Agent and amounts payable under Article III) payable to the Lead Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including reasonable and documented fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including reasonable and documented fees and time
charges for attorneys who may be employees of any Lender or the L/C Issuer) and 

  
 91 

Credit Agreement 








 
amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans,
L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to the Lead Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.17; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law. 
 Subject to Section 2.03(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 ARTICLE IX. 

ADMINISTRATIVE AGENTS 

9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its
behalf as the Lead Administrative Agent hereunder and under the other Loan Documents and authorizes the Lead Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Lead Administrative Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents, the Lenders and the L/C Issuer, and the Borrower 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 any of the Agents 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. 
 9.02 Rights as a Lender. The Person serving as the Lead Administrative Agent or the Co-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 Lead Administrative Agent or the Co-Administrative Agent, as applicable, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the
Lead Administrative Agent or the Co-Administrative Agent, a applicable, hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for 

  
 92 

Credit Agreement 








 
and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Lead Administrative Agent or the Co-Administrative Agent, as applicable, hereunder and without any duty to account therefor to the Lenders. 

9.03 Exculpatory Provisions. Each of the Agents 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, each of the Agents: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 

(b) 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 Lead Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Lead Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Lead 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) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Lead Administrative Agent
or any of its Affiliates in any capacity. 
 The Lead Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Lead Administrative Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 10.01 and 8.02) or (ii) 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 Lead
Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Lead Administrative Agent by the Borrower, a Lender or the L/C Issuer. 

The Lead 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, any
other Loan Document or any other 

  
 93 

Credit Agreement 








 
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 Lead Administrative Agent. 
 9.04 Reliance by Lead Administrative Agent. The Lead 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 Lead Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to
the satisfaction of a Lender or the L/C Issuer, the Lead Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Lead Administrative Agent shall have received notice to the contrary from such
Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Lead Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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. 

9.05 Delegation of Duties. The Lead 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 sub agents appointed by the Lead Administrative Agent. The Lead Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights
and powers by or 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 Lead 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 Lead Administrative Agent. 

9.06 Resignation of Lead Administrative Agent. The Lead Administrative Agent may at any time give notice of its resignation to
the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed and
which shall not be required after the occurrence and during the continuation of any Event of Default pursuant to Section 8.01(a) or 8.01(f)), 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 with the consent of the Borrower, to the extent required, and shall have accepted such
appointment within 30 days after the retiring Lead Administrative Agent gives notice of its resignation, then the retiring Lead Administrative Agent may on behalf of the Lenders and the L/C Issuer, with the consent of the Borrower (which consent
shall not be unreasonably withheld, conditioned or delayed and which shall not be required after the occurrence and during the continuation of any Event of Default pursuant to Section 8.01(a) or 8.01(f)), appoint a
successor Lead Administrative Agent meeting the qualifications set forth above; provided that if the Lead Administrative Agent 

  
 94 

Credit Agreement 








 
shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and
(1) the retiring Lead Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Lead Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Lead Administrative Agent shall continue to hold such collateral security until such time as a successor Lead Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Lead Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders, with the consent of the Borrower,
to the extent required, appoint a successor Lead Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Lead Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or retired) Lead Administrative Agent, and the retiring Lead 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 Borrower to a successor Lead Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Borrower and such successor. After the retiring Lead Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for
the benefit of such retiring Lead 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 Lead Administrative Agent was acting as Lead
Administrative Agent. 
 Any resignation by Bank of America as Lead Administrative Agent pursuant to this Section shall also constitute its
resignation as the L/C Issuer and a Swing Line Lender. Upon the acceptance of a successor’s appointment as Lead Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer and a Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and
(c) the successor L/C Issuer 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 retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 9.07
Non-Reliance on Agents and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon any of the Agents 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 L/C Issuer also acknowledges that it will, independently and without
reliance upon any of the Agents 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. 

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of


  
 95 

Credit Agreement 








 
the Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Lead Administrative Agent, the Co-Administrative Agent, a Lender or the L/C Issuer hereunder. 

9.09 Lead Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law
or any other judicial proceeding relative to the Borrower, the Lead Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Lead Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Lead Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Lead Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Lead Administrative Agent under
Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Lead Administrative Agent and, in the event that the Lead Administrative Agent
shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Lead Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Lead Administrative Agent
and its agents and counsel, and any other amounts due the Lead Administrative Agent under Sections 2.09 and 10.04. 
 Nothing
contained herein shall be deemed to authorize the Lead Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or the L/C Issuer to authorize the Lead Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding. 

9.10 Collateral Matters. The Lenders and the L/C Issuer irrevocably authorize the Lead Administrative Agent, at its option and
in its discretion, 
 (a) to release any Lien on any property granted to or held by the Lead Administrative Agent under any Loan Document
(i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which
other arrangements satisfactory to the Lead Administrative Agent and the L/C Issuer shall have been 

  
 96 

Credit Agreement 








 
made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to
Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; and 
 (b) to subordinate
any Lien on any property granted to or held by the Lead Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted hereunder which by operation of law or contract would be prior to the Liens securing
the Obligations. 
 Upon request by the Lead Administrative Agent at any time, the Required Lenders will confirm in writing the Lead
Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. 

9.11 ERISA. (a) 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 Lead Administrative Agent and the Arrangers 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) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, 

(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) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) 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, (C) 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 and (D) 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 

  
 97 

Credit Agreement 








 
between the Lead Administrative Agent, in its sole discretion, and such Lender. 
 (b)
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided
in sub-clause (iv) in the immediately preceding clause (a), 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 Lead Administrative Agent and the Arrangers 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 Lead Administrative Agent or the Arrangers or any of
their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Lead 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 (within the meaning of 29 CFR § 2510.3-21) 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, in each case as described in 29 CFR §
2510.3-21(c)(1)(i)(A)-(E), 
 (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) no fee or other compensation is being paid directly to the Lead Administrative Agent or the Arrangers 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. 

(c) The Agents and the Arrangers hereby inform 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 (i) may receive
interest or other payments with respect to the Loans, the Letters of Credit, the 

  
 98 

Credit Agreement 








 
Commitments and this Agreement, (ii) 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 (iii) 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 X. 

MISCELLANEOUS 

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to
any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, as the case may be, and acknowledged by the Lead Administrative Agent, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

(a) [Reserved]; 
 (b) extend or
increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees
or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the
second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that
(x) only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate and (y) only the
agreement of the Borrower and Lead Administrative Agent, subject to the terms of Section 3.03(b), or the Borrower and the Required Lenders shall be necessary to implement any LIBOR Successor Rate and any LIBOR Successor
Rate Conforming Changes; 
 (e) change Section 8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender; 
 (f) amend Section 1.06 or the definition of
“Alternative Currency” without the written consent of each Lender; or 

  
 99 

Credit Agreement 








 (g) change any provision of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; 

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in
addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the
Lead Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Lead Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender
may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than
other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment or waiver that requires the consent of each Lender or each affected Lender and such amendment or waiver has been
approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver or consent can be
effected as a result of the assignment contemplated by Section 10.13. 
 10.02 Notices; Effectiveness;
Electronic Communication. 
 (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 the Borrower, the Lead Administrative Agent, the L/C Issuer or any Swing Line Lender, to the address, telecopier
number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
 (ii) if to any
other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its
Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 

  
 100 

Credit Agreement 








 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 Lead Administrative Agent, the L/C
Issuer, any Swing Line Lender and the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to the procedures set forth in
the immediately succeeding paragraph or otherwise approved by the Lead Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C
Issuer, as applicable, has notified the Lead Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Lead 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 Lead Administrative Agent otherwise prescribes, notices and other communications (i) 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) 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 BORROWER MATERIALS. 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 Lead Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Lead Administrative Agent’s transmission of Borrower Materials through the Internet, except to
the extent that such losses, claims, damages, liabilities or expenses are 

  
 101 

Credit Agreement 








 
determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or
actual damages). 
 (d) Change of Address, Etc. The Borrower, the Lead Administrative Agent, the L/C Issuer and Swing Line 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 Lead Administrative Agent, the L/C Issuer and Swing Line Lender. In addition, each Lender agrees to notify the Lead Administrative Agent from time to time to ensure that the Lead 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 the Borrower or its securities for purposes of United
States Federal or state securities laws. 
 (e) Reliance by the Agents, L/C Issuer and Lenders. The Agents, the L/C Issuer and the
Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall, in accordance
with and subject to the limitations set forth in Section 10.04(b), indemnify each Agent, the L/C Issuer, each Lender (including each Swing Line 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 the Borrower. All telephonic notices to and other telephonic communications with the Lead Administrative Agent may be recorded by
the Lead Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 10.03 No Waiver; Cumulative
Remedies; Enforcement. No failure by any Lender, the L/C Issuer or any Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, 

  
 102 

Credit Agreement 








 
remedies, powers and privileges provided by law. 
 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 Borrower 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 Lead Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders (including the Swing Line Lenders)
and the L/C Issuer; provided, however, that the foregoing shall not prohibit the Lead Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Lead
Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or any Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the
case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), 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 the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no
Person acting as Lead Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Lead Administrative Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, 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. 
 10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Lead
Administrative Agent and its Affiliates (limited, in the case of legal expenses, to the reasonable and documented fees and out-of-pocket charges and disbursements of one
external counsel for the Lead Administrative Agent and the Arrangers taken as whole), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer 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 Lead Administrative Agent, any Lender (including the Swing Line Lenders) or the L/C
Issuer (limited, in the case of legal expenses, to the reasonable and documented fees and out-of-pocket charges and disbursements of (A) one primary counsel for the
Lead Administrative Agent, the Arrangers and the Lenders (including Swing Line Lenders) and the L/C Issuer, taken as a whole, (B) to the extent reasonably necessary, one local counsel in each relevant jurisdiction for the Lead Administrative
Agent, the Arrangers and the Lenders (including Swing Line Lenders) and the L/C Issuer, taken as a whole, (C) to the extent reasonably necessary, one special or regulatory counsel in each relevant specialty for the Lead Administrative Agent,
the Arrangers and the Lenders (including Swing Line Lenders) and the L/C Issuer, taken as a whole 

  
 103 

Credit Agreement 








 
and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel
to each group of similarly situated affected Persons, taken as a whole (which in the case of clause (B) shall allow for up to one additional counsel in each relevant jurisdiction)) in connection with the enforcement or protection of its
rights (1) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (2) in connection with the Loans made or Letters of Credit issued hereunder, including
all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, that the Borrower shall not be liable for any Excluded Taxes under this
Section 10.04(a). 
 (b) Indemnification by the Borrower. The Borrower shall indemnify the Lead
Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, 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 expenses (including the reasonable and documented fees and
out-of-pocket charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable and documented
fees and out-of-pocket disbursements and other charges (A) one primary counsel for the Indemnitees, taken as a whole, (B) to the extent reasonably necessary,
one local counsel in each relevant jurisdiction for the Indemnitees, taken as a whole, (C) to the extent reasonably necessary, one special or regulatory counsel in each relevant specialty for the Indemnitees, taken as a whole and (D) in
the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of similarly situated affected Indemnitees, taken as a
whole (which in the case of clause (B) shall allow for up to one additional counsel in each relevant jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Lead Administrative Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against 

  
 104 

Credit Agreement 








 
an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction or (z) result from a dispute among Indemnitees and (1) not resulting from any act or omission by the Borrower or any of its Subsidiaries or (2) not relating to any
action or inaction of such Indemnitee in its capacity as Lead Administrative Agent, Co-Administrative Agent, Syndication Agent or Arranger; provided, further, that, without limiting the
provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and related expenses arising from
any non-Tax claim. 
 (c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Lead Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related
Party of any of the foregoing (and without limiting its obligations to do so), each Lender severally agrees to pay to the Lead Administrative Agent (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender’s Applicable Percentage (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 Lead Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as
such, or against any Related Party of any of the foregoing acting for the Lead Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under
this subsection (c) are subject to the provisions of Section 2.12(d). 
 (d) Waiver of Consequential
Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, any Subsidiary of the Borrower or 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, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that the foregoing shall not limit the Borrower’s obligations pursuant to clause (b) above to the extent
any such special, indirect, consequential or punitive damages are included in any third party claim with respect to which the Borrower is otherwise liable for indemnification therefor. No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee as
determined by a final and nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this
Section shall be payable not later than ten (10) Business Days after demand therefor. 
 (f) Survival. The agreements in this
Section shall survive the resignation of the Lead Administrative Agent, the Co-Administrative Agent, the L/C Issuer and any Swing Line Lender, 

  
 105 

Credit Agreement 








 
the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent, the L/C Issuer or
any Lender, or any Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Agent, the L/C Issuer 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 L/C Issuer severally agrees to pay to the Lead Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Lead 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 L/C
Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06 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 the Borrower may not assign nor otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lead 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 Lead Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at
the time owing to it); provided that any such assignment shall be subject to the following conditions: 
 (i)
Minimum Amounts. 

  
 106 

Credit Agreement 








 (A) in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment 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 Lead 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 Lead
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, conditioned or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes
of determining whether such minimum amount has been met. 
 (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 assigned, except that this clause (ii) shall not apply to a Swing Line
Lender’s rights and obligations in respect of Swing Line Loans. 
 (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, conditioned or delayed) shall be required unless (1) an Event of Default pursuant to Section 8.01(a) or
Section 8.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to
have consented to any such assignment unless it shall object thereto by written notice to the Lead Administrative Agent within ten (10) Business Days after having received notice thereof; 

(B) the consent of the Lead Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall
be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for
any assignment that increases the obligation of the assignee to participate in exposure under one or 

  
 107 

Credit Agreement 








 
more Letters of Credit (whether or not then outstanding); and 
 (D)
the consent of each Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Lead Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Lead 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 Lead Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the
Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or
(C) to a natural person. 
 (vi) 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 Lead
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 Borrower and the Lead Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Lead Administrative Agent 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 Swing Line 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. 
 (vii) No Assignment Resulting in Additional Indemnified Taxes. No such assignment shall be made to any
Person that, through its Lending Offices, is not capable of lending the applicable Alternative Currencies to the Borrower without the imposition of any additional Indemnified Taxes. 

Subject to acceptance and recording thereof by the Lead Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and 

  
 108 

Credit Agreement 








 
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 3.01, 3.04, 3.05, and
10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. 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 Lead Administrative Agent, acting solely for this purpose as an agent of the Borrower
(and such agency being solely for tax purposes), shall maintain at the Lead Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitments of, and principal amounts of the Loans, stated interest and L/C Obligations 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 Lead Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. In addition, the Lead Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. 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 may at any time, without the consent of, or notice to, the Borrower or the Lead Administrative Agent, 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”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including
such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Lead Administrative Agent, the Lenders and the L/C Issuer 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 10.04(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 the first proviso 

  
 109 

Credit Agreement 








 
to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under
Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an
assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable
participation would have been entitled to receive. Each Lender that sells a participation agrees, at the Borrower’s request, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of
Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Lead Administrative Agent (in its capacity as Lead Administrative Agent)
shall have no responsibility for maintaining a Participant Register. 
 (e) Limitations upon Participant Rights. A Participant shall
not be entitled to receive any greater payment under Section 3.01 or 3.04 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. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 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 3.01(e) as though it were a Lender. 

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement (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 to the Bank of England; 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 L/C Issuer or Swing Line Lender after Assignment. 

  
 110 

Credit Agreement 








 
Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to
subsection (b) above, such Lender may, as applicable, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the
event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a
Swing Line Lender, as the case may be; provided, further, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a
Swing Line Lender, as the case may be. If a Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If a Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor
L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer 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 L/C Issuer to effectively assume the obligations of the
resigning L/C Issuer with respect to such Letters of Credit. 
 10.07 Treatment of Certain Information; Confidentiality. Each
of the Agents, the Lenders and the L/C Issuer 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 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 (in which case such Person agrees to notify the Borrower prior to such disclosure to the extent practicable and permitted to do so pursuant to applicable Law),
(d) to any other party hereto who was a party on the date of such disclosure, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x)


  
 111 

Credit Agreement 








 
becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to any Agent, any Lender, the L/C Issuer or any of
their respective Affiliates on a nonconfidential basis from a source other than the Borrower and not known to such Person to be subject to confidentiality obligations in favor of the Borrower. 

For purposes of this Section, “Information” means all confidential information received from the Borrower or any Subsidiary
relating to the Borrower or any Subsidiary or any of their respective businesses. 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 Agents, the Lenders and the L/C Issuer 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. 

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of
their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in
the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Lead Administrative Agent for further application in accordance with the provisions of
Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Lead Administrative Agent and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Lead Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the
Borrower and the Lead Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum  

  
 112 

Credit Agreement 








 
Rate”). If the Lead Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Lead Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 
 10.10
Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement and the other Loan Documents 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 (and after giving effect to the last paragraph of Section 4.01), this Agreement and the
other Loan Documents shall become effective when it shall have been executed by the Lead Administrative Agent and when the Lead Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement and any other Loan Document by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this
Agreement and the other Loan Documents. 
 10.11 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties
have been or will be relied upon by the Lead Administrative Agent and each Lender, regardless of any investigation made by the Lead Administrative Agent or any Lender or on their behalf and notwithstanding that the Lead Administrative Agent or any
Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding. 
 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Lead Administrative Agent, the L/C Issuer or a Swing Line Lender, as applicable,


  
 113 

Credit Agreement 








 
then such provisions shall be deemed to be in effect only to the extent not so limited. 

10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if 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 3.01, or if any Lender does not consent to a proposed amendment or waiver that
requires the consent of each Lender or each affected Lender and such amendment or waiver has been approved by the Required Lenders or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Lead Administrative Agent, require such Lender to assign and delegate (and any such assignment and delegation shall become effective without the consent of such Lender subject to such assignment), without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 10.06), 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: 
 (a) the Borrower shall have
paid to the Lead Administrative Agent the assignment fee specified in Section 10.06(b); 
 (b) such Lender shall
have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) 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); 

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments
required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and 

(d) 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. 
 10.14 Governing
Law; Jurisdiction; Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS 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 

  
 114 

Credit Agreement 








 
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS, THE LENDERS (INCLUDING THE SWING LINE LENDERS) OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15 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. 

10.16 No advisory or Fiduciary Responsibility. In connection with all aspects of each


  
 115 

Credit Agreement 








 
transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Lead Administrative Agent, the Lenders, and the Arrangers are
arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Lead Administrative Agent, the Lenders and the Arrangers, on the other hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower 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 Lead Administrative Agent, each Lender and each Arranger each 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 or any of its Affiliates or any other Person and (B) neither the Lead Administrative Agent nor any Lender nor any Arranger has any
obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Lead Administrative Agent, the Lenders
and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Lead Administrative Agent nor the Lenders, nor the
Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Lead Administrative Agent, any
Lender or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.17 Electronic Execution of Assignments and Certain Other Documents. The words “delivery,” “execute,”
“execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of
assignment terms and contract formations on electronic platforms approved by the Lead 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, physical delivery thereof 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; provided that notwithstanding anything contained herein to the contrary neither the Lead
Administrative Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lead Administrative Agent, the L/C Issuer or such Lender pursuant to
procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart. 

10.18 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and each 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. 

  
 116 

Credit Agreement 








 
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or such Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a
request by any Agent or any Lender, provided all documentation and other information that such 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. 
 10.19 Reserved. 

10.20 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Lead Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to any Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in
a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that
on the Business Day following receipt by such Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, such Agent or such Lender, as the case may be, may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to any Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to any Agent or any
Lender in such currency, such Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). 

10.21 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this
Agreement, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of any EEA 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 EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA 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 

  
 117 

Credit Agreement 








 
instruments of ownership in such EEA Financial Institution, its parent undertaking 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 

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEA Resolution Authority. 
 [Signature pages follow.] 

  
 118 

Credit Agreement 








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

			
	CHURCH & DWIGHT CO., INC.
		
	By:	 	 /s/ Richard A. Dierker

	Name:	 	Richard A. Dierker
	Title:	 	Executive Vice President and Chief Financial Officer


 [Signature Page to Credit Agreement] 







 
			
	BANK OF AMERICA, N.A., as
	Lead Administrative Agent
		
	By:	 	 /s/ Elizabeth Uribe

	Name:	 	Elizabeth Uribe
	Title:	 	Assistant Vice President


 [Signature Page to Credit Agreement] 







 
			
	BANK OF AMERICA, N.A., as a Lender,
	L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Aron Frey

	Name:	 	Aron Frey
	Title:	 	Vice President


 [Signature Page to Credit Agreement] 







 
			
	SUNTRUST BANK, as a Lender and Swing Line Lender
		
	By:	 	 /s/ Jason Crowley

	Name:	 	Jason Crowley
	Title:	 	Vice President


 [Signature Page to Credit Agreement] 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Administrative Agent, a Lender and Swing Line Lender
		
	By:	 	 /s/ Joseph Gricco

	Name:	 	Joseph Gricco
	Title:	 	Vice President


 [Signature Page to Credit Agreement] 







 
			
	BANK OF MONTREAL, as a Lender
		
	By:	 	 /s/ Joan Murphy

	Name:	 	Joan Murphy
	Title:	 	Managing Director


 [Signature Page to Credit Agreement] 







 
			
	 DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender

		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Director
		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President


 [Signature Page to Credit Agreement] 







 
			
	 HSBC BANK USA, NATIONAL

ASSOCIATION, as a Lender

		
	By:	 	 /s/ James Bravyak

	Name:	 	James Bravyak
	Title:	 	Senior Vice President 21253


 [Signature Page to Credit Agreement] 







 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ Mauricio Saishio

	Name:	 	Mauricio Saishio
	Title:	 	Director


 [Signature Page to Credit Agreement] 







 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	 /s/ Liwei Liu

	Name:	 	Liwei Liu
	Title:	 	Vice President


 [Signature Page to Credit Agreement] 







 
			
	CITIZENS BANK OF PENNSYLVANIA, as a Lender
		
	By:	 	 /s/ Pamela Hansen

	Name:	 	Pamela Hansen
	Title:	 	Senior Vice President


 [Signature Page to Credit Agreement]