EX-10.1



 Exhibit 10.1 
  

 
  

Published CUSIP Numbers: Deal 54865PAE5 

Revolver 54865PAF2 
 AMENDED AND
RESTATED CREDIT AGREEMENT 
 Dated as of November 23, 2016 

among 
 



 
 LOWE’S COMPANIES, INC., 

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

and an L/C Issuer, 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
 as Syndication Agent and an L/C Issuer, 

GOLDMAN SACHS BANK USA, 

JPMORGAN CHASE BANK, N.A., 

SUNTRUST BANK and 

U.S. BANK NATIONAL ASSOCIATION, 

as Co-Documentation Agents, 
 and

 The Other Lenders Party Hereto 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

WELLS FARGO SECURITIES, LLC, 

GOLDMAN SACHS BANK USA, 

JPMORGAN CHASE BANK, N.A.,  

SUNTRUST ROBINSON HUMPHREY, INC. and 

U.S. BANK NATIONAL ASSOCIATION, 

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
	  	 	23	  
	 1.03
	 	 Accounting Terms
	  	 	24	  
	 1.04
	 	 Rounding
	  	 	24	  
	 1.05
	 	 Exchange Rates; Currency Equivalents
	  	 	24	  
	 1.06
	 	 Additional Alternative Currencies
	  	 	25	  
	 1.07
	 	 Change of Currency
	  	 	26	  
	 1.08
	 	 Times of Day
	  	 	26	  
	 1.09
	 	 Letter of Credit Amounts
	  	 	26	  
	 1.10
	 	 Amendment and Restatement
	  	 	27	  
	
	ARTICLE II.	  
	THE COMMITMENTS AND CREDIT EXTENSIONS	  
			
	 2.01
	 	 Committed Loans
	  	 	28	  
	 2.02
	 	 Borrowings, Conversions and Continuations of Committed Loans
	  	 	28	  
	 2.03
	 	 [Reserved.]
	  	 	30	  
	 2.04
	 	 Letters of Credit
	  	 	30	  
	 2.05
	 	 Swing Line Loans
	  	 	39	  
	 2.06
	 	 Prepayments
	  	 	41	  
	 2.07
	 	 Termination or Reduction of Commitments
	  	 	42	  
	 2.08
	 	 Repayment of Loans
	  	 	42	  
	 2.09
	 	 Interest
	  	 	43	  
	 2.10
	 	 Fees
	  	 	43	  
	 2.11
	 	 Computation of Interest and Fees
	  	 	44	  
	 2.12
	 	 Evidence of Debt
	  	 	44	  
	 2.13
	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	45	  
	 2.14
	 	 Sharing of Payments by Lenders
	  	 	46	  
	 2.15
	 	 Increase in Commitments
	  	 	47	  
	 2.16
	 	 Cash Collateral
	  	 	48	  
	 2.17
	 	 Defaulting Lenders
	  	 	49	  
	 2.18
	 	 Extension of Maturity Date
	  	 	51	  
	
	ARTICLE III.	  
	TAXES, YIELD PROTECTION AND ILLEGALITY	  
			
	 3.01
	 	 Taxes
	  	 	52	  
	 3.02
	 	 Illegality
	  	 	56	  
	 3.03
	 	 Inability to Determine Rates
	  	 	57	  
	 3.04
	 	 Increased Costs; Reserves on Eurocurrency Rate Loans
	  	 	58	  
	 3.05
	 	 Compensation for Losses
	  	 	59	  
	 3.06
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	60	  
	 3.07
	 	 Survival
	  	 	60	  


  
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 TABLE OF CONTENTS 

 


							
	 Section
	 	 	  	Page	 
	ARTICLE IV.	  
	CONDITIONS PRECEDENT TO EFFECTIVENESS	  
			
	 4.01
	 	 Conditions of Effectiveness
	  	 	60	  
	 4.02
	 	 Conditions to all Credit Extensions
	  	 	61	  
	
	ARTICLE V.	  
	REPRESENTATIONS AND WARRANTIES	  
			
	 5.01
	 	 Existence, Qualification and Power
	  	 	62	  
	 5.02
	 	 Authorization; No Contravention
	  	 	62	  
	 5.03
	 	 Governmental Authorization; Other Consents
	  	 	63	  
	 5.04
	 	 Binding Effect
	  	 	63	  
	 5.05
	 	 Financial Statements; No Material Adverse Effect
	  	 	63	  
	 5.06
	 	 Litigation
	  	 	63	  
	 5.07
	 	 No Default
	  	 	63	  
	 5.08
	 	 Ownership of Property; Liens
	  	 	63	  
	 5.09
	 	 [Reserved.]
	  	 	64	  
	 5.10
	 	 Taxes
	  	 	64	  
	 5.11
	 	 ERISA Compliance
	  	 	64	  
	 5.12
	 	 Margin Regulations; Investment Company Act
	  	 	64	  
	 5.13
	 	 Disclosure
	  	 	64	  
	 5.14
	 	 Compliance with Laws
	  	 	65	  
	 5.15
	 	 Senior Debt Designation
	  	 	65	  
	 5.16
	 	 OFAC
	  	 	65	  
	 5.17
	 	 Not an EEA Financial Institution
	  	 	65	  
	 5.18
	 	 Anti-Corruption Laws
	  	 	65	  
	
	ARTICLE VI.	  
	AFFIRMATIVE COVENANTS	  
			
	 6.01
	 	 Financial Statements
	  	 	65	  
	 6.02
	 	 Certificates; Other Information
	  	 	66	  
	 6.03
	 	 Notices
	  	 	67	  
	 6.04
	 	 Payment of Obligations
	  	 	68	  
	 6.05
	 	 Preservation of Existence, Etc
	  	 	68	  
	 6.06
	 	 Maintenance of Properties
	  	 	68	  
	 6.07
	 	 Maintenance of Insurance
	  	 	68	  
	 6.08
	 	 Compliance with Laws
	  	 	68	  
	 6.09
	 	 Books and Records
	  	 	68	  
	 6.10
	 	 Inspection Rights
	  	 	69	  
	 6.11
	 	 Use of Proceeds
	  	 	69	  
	 6.12
	 	 Anti-Corruption Laws    
	  	 	69	  


  
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 TABLE OF CONTENTS 

 


							
	 Section
	 	 	  	Page	 
	ARTICLE VII.	  
	NEGATIVE COVENANTS	  
			
	 7.01
	 	 Liens
	  	 	69	  
	 7.02
	 	 [Reserved.]
	  	 	70	  
	 7.03
	 	 Indebtedness
	  	 	70	  
	 7.04
	 	 Fundamental Changes
	  	 	71	  
	 7.05
	 	 Transactions with Affiliates
	  	 	72	  
	 7.06
	 	 Use of Proceeds
	  	 	72	  
	 7.07
	 	 Ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDAR
	  	 	72	  
	 7.08
	 	 Sanctions
	  	 	72	  
	 7.09
	 	 Anti-Corruption Laws
	  	 	72	  
	ARTICLE VIII.	  
	EVENTS OF DEFAULT AND REMEDIES	  
			
	 8.01
	 	 Events of Default
	  	 	72	  
	 8.02
	 	 Remedies Upon Event of Default
	  	 	74	  
	 8.03
	 	 Application of Funds
	  	 	74	  
	
	ARTICLE IX.	  
	ADMINISTRATIVE AGENT	  
			
	 9.01
	 	 Appointment and Authority
	  	 	75	  
	 9.02
	 	 Rights as a Lender
	  	 	76	  
	 9.03
	 	 Exculpatory Provisions
	  	 	76	  
	 9.04
	 	 Reliance by Administrative Agent
	  	 	77	  
	 9.05
	 	 Delegation of Duties
	  	 	77	  
	 9.06
	 	 Resignation of Administrative Agent; L/C Issuer
	  	 	77	  
	 9.07
	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	78	  
	 9.08
	 	 No Other Duties, Etc
	  	 	78	  
	 9.09
	 	 Administrative Agent May File Proofs of Claim
	  	 	78	  
	
	ARTICLE X.	  
	MISCELLANEOUS	  
			
	 10.01
	 	 Amendments, Etc
	  	 	79	  
	 10.02
	 	 Notices; Effectiveness; Electronic Communication
	  	 	80	  
	 10.03
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	82	  
	 10.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	83	  
	 10.05
	 	 Payments Set Aside
	  	 	84	  
	 10.06
	 	 Successors and Assigns
	  	 	84	  
	 10.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	89	  
	 10.08
	 	 Right of Setoff
	  	 	89	  
	 10.09
	 	 Interest Rate Limitation    
	  	 	90	  


  
 iii 









 TABLE OF CONTENTS 

 


							
	 Section
	 	 	  	Page	 
	 10.10
	 	 Counterparts; Integration; Effectiveness
	  	 	90	  
	 10.11
	 	 Survival of Representations and Warranties
	  	 	90	  
	 10.12
	 	 Severability
	  	 	91	  
	 10.13
	 	 Replacement of Lenders
	  	 	91	  
	 10.14
	 	 Governing Law; Jurisdiction; Etc
	  	 	91	  
	 10.15
	 	 Waiver of Jury Trial
	  	 	92	  
	 10.16
	 	 No Advisory or Fiduciary Responsibility
	  	 	93	  
	 10.17
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	93	  
	 10.18
	 	 USA PATRIOT Act Notice
	  	 	93	  
	 10.19
	 	 No Lenders Will Be “Public Side” Lenders
	  	 	94	  
	 10.20
	 	 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
	  	 	94	  
	 10.21
	 	 Judgment Currency
	  	 	94	  
		
	 SIGNATURES
	  	 	S-1	  

 SCHEDULES 

 

			
	 2.01
	  	Commitments and Applicable Percentages
	 7.03
	  	Existing Subsidiary Indebtedness
	 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
	 	Assignment and Assumption
	 F
	 	Opinion
	 G
	 	Letters of Credit Report
	 H
	 	U.S. Tax Compliance Certificates

  

  
 iv 








 AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 23, 2016 (this “Agreement”), is made by and among
LOWE’S COMPANIES, INC., a North Carolina corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, in
its capacity as Syndication Agent and an L/C Issuer for the Lenders, GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, in their capacity as
Co-Documentation Agents, and each financial institution executing and delivering a signature page hereto and each financial institution which may hereafter execute and deliver an instrument of assignment with respect to this Agreement pursuant to
Section 10.06 (hereinafter such financial institutions may be referred to individually as a “Lender” or collectively as the “Lenders”). 

W I T N E S S E T H: 

WHEREAS, the Borrower, the lenders party thereto (the “Existing Lenders”), and Bank of America, N.A., as
Administrative Agent, are parties to that certain Credit Agreement, dated as of August 29, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”),
pursuant to which such Existing Lenders originally agreed to provide the Borrower with a revolving credit facility of up to $1,750,000,000, including a letter of credit subfacility and a subfacility for swing line loans; and 

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended and restated in order to, among other things, extend
the maturity date of the revolving credit facility, add a multicurrency subfacility, modify the revolving commitments of the Existing Lenders, and make certain other amendments to the Existing Credit Agreement (the “Restatement”);
and 
 WHEREAS, the Borrower, the Lenders, and the Administrative Agent have agreed to and desire to amend and restate the Existing
Credit Agreement on the terms and conditions set forth in this Agreement to accomplish such amendments, including but not limited to making available to the Borrower a revolving credit facility in an original amount of up to $1,750,000,000, which
includes a multicurrency subfacility, a letter of credit subfacility and a subfacility for swing line loans to the Borrower; 
 NOW,
THEREFORE, the Borrower, the Lenders and the Administrative Agent hereby 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: 

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







 “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the 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). 

“Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Amended and Restated Credit Agreement. 

“Alternative Currency” means each of the following currencies: Euro, Sterling, and Canadian Dollars, together with 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 denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable 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 such Alternative Currency with Dollars. 

“Alternative Currency Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $500,000,000. The
Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “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
2.17. 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 Debt Rating as set forth
below: 
 Applicable Rate 
  

															
	 Pricing
Level
	  	 Debt Ratings S&P/Moody’s
	  	Facility
Fee	 	 	Eurocurrency
Rate and
Letters of Credit	 	 	Base Rate
Loans	 
	 1
	  	A+ / A1 or better	  	 	0.060	% 	 	 	0.690	% 	 	 	0.000	% 
	 2
	  	A / A2	  	 	0.070	% 	 	 	0.805	% 	 	 	0.000	% 
	 3
	  	A- / A3	  	 	0.090	% 	 	 	0.910	% 	 	 	0.000	% 
	 4
	  	BBB+ / Baa1	  	 	0.100	% 	 	 	1.025	% 	 	 	0.025	% 
	 5
	  	BBB / Baa2 or worse	  	 	0.125	% 	 	 	1.125	% 	 	 	0.125	% 


  
 2 








 “Debt Rating” means, as of any date of determination, the rating
as determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that (with the Debt Rating for Pricing Level 1 being the
highest and the Debt Rating for Pricing Level 5 being the lowest), (a) if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply; (b) if there
is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level of such Debt Rating shall
apply; and (d) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply. 
 Initially, the Applicable Rate shall be based
on the Borrower’s Debt Rating on the Closing Date. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective date of the next such change. 
 “Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as
the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender. 
 “Arrangers” means, collectively, Merrill Lynch,
Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking,
commercial lending services or related businesses may be transferred following the date of this Agreement), Wells Fargo Securities, LLC, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., SunTrust Robinson Humphrey, Inc. and U.S. Bank National
Association, each in its capacity as joint lead arranger and joint bookrunner.
 “Assignee Group” means two or more
Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an
electronic platform) approved by the 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, (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 and (c) in respect of any
Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment. 

  
 3 








 “Audited Financial Statements” means the audited consolidated balance sheet of
the Borrower and its Subsidiaries for the fiscal year ended January 31, 2016, 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 2.07, 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. 
 “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 Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is
a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate 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. 

“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 Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: 

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

  
 4 








 (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 Dollar” and “C$” mean the lawful currency of Canada. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
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 satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer or the 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. 
 “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 the Borrower or its Subsidiaries, including but not limited to the Lowe’s Companies, Inc. 401K Plan, 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, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage


  
 5 








 
of time), directly or indirectly, of 30% 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 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 the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 10.01. 
 “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 outstanding not to exceed the 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 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, shall be substantially in the form of Exhibit A or such other
form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the
Borrower. 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

“Consolidated Adjusted Funded Debt” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the total amount of Consolidated Funded Debt, plus (b) the Debt Equivalent of Operating Leases. 

“Consolidated EBITDAR” means, for any Measurement Period, with respect to the Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) Consolidated Net Income for such Measurement Period plus, to the extent deducted in determining such Consolidated Net Income, the sum of (i) income tax provision, (ii) interest net, (iii) depreciation, (iv) amortization,
(v) any extraordinary, non-recurring or unusual non-cash charges or losses of the Borrower and its Subsidiaries incurred or charged in such 

  
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Measurement Period, (vi) non-cash charges of the Borrower and its Subsidiaries incurred or charged in such Measurement Period, (vii) non-cash losses arising from the sale of assets other than in
the ordinary course of business of the Borrower and its Subsidiaries incurred or charged in such Measurement Period, (viii) any actual transaction expenses or related costs paid in cash in such Measurement Period in connection with (1) permitted
acquisitions or investments and (2) store closings so long as the Borrower provides the Administrative Agent with a detailed summary of such actual costs and expenses within 120 days of closing such acquisition, investment, or store closing, (ix)
any extraordinary, non-recurring or unusual cash charges or losses of the Borrower or its Subsidiaries incurred during such Measurement Period, (x) any cash losses arising from the sale of assets other than in the ordinary course of business;
provided, however, that the aggregate amount of any charges, losses, expenses and fees that may be added back in any Measurement Period pursuant to clauses (viii), (ix) and (x) shall not exceed $200,000,000, (xi)
stock based compensation expense (applied consistently with the application set forth in the Audited Financial Statements), (xii) rental payments made or required to be made during such Measurement Period and (b) minus, to the extent included
in calculating such Consolidated Net Income, (i) all extraordinary, non-recurring or unusual non-cash income or gains and (ii) non-cash gains arising from the sale of assets other than in the ordinary course of business increasing Consolidated Net
Income (in each case of or by the Borrower and its Subsidiaries for such Measurement Period). 
 For the purpose of calculating Consolidated
EBITDAR for any Measurement Period, if during such period the Borrower or any Subsidiary shall have made an acquisition, investment or a Disposition permitted hereunder, Consolidated EBITDAR for such period shall be calculated after giving pro forma
effect thereto as if such acquisition, investment or Disposition, as the case may be, occurred on the first day of such period. 

“Consolidated Funded Debt” 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 direct obligations to reimburse amounts paid under standby letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments (for the avoidance of doubt,
excluding commercial letters of credit and commitments related to certain marketing and information technology programs and purchases of merchandise inventory (as set forth in the financial statements of the Borrower and its Subsidiaries)), (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, Synthetic Lease Obligations and
Securitization Transactions, (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.

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

“Consolidated Tangible Net Worth” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date. 

  
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 “Consolidated Total Assets” means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the total assets of the Borrower and its Subsidiaries as set forth or reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries, prepared in accordance with
GAAP. 
 “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Control” 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. 

“Debt Equivalent of Operating Leases” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the product of (a) rental payments made or required to be made for the four consecutive fiscal quarters of the Borrower ending on such date multiplied by (b) six (6). 

“Debt Rating” has the meaning specified in the definition of “Applicable Rate.” 

“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 Eurocurrency Rate Loans and 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 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 2.17(b), any Lender that, as determined by the Administrative Agent, (a) has failed to (i) perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters
of Credit or Swing Line Loans, within one Business Day of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good
faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent, any L/C Issuer, the 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 or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other
agreements generally in which it commits to extend credit, (c) has failed, within one Business Day after 

  
 8 








 
request by the Administrative Agent, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for
it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) 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. 

“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself
is the subject of any comprehensive Sanction (as of the date hereof, and subject to change, Crimea, Cuba, Iran, North Korea, Sudan and Syria). 

“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; provided that
“Disposition” shall not include any Dispositions relating to activities under the Borrower’s credit card program. 

“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 Administrative Agent or the applicable 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. 
 “EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this
definition and is subject to consolidated supervision with its parent. 
 “EEA Member Country” means any of the member
states of the European Union, Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public
administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other
than a natural person) approved by (i) the Administrative Agent, each L/C Issuer (but not including any L/C Issuer that has been removed or has resigned as such) and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or
Subsidiaries. 

  
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 “Environmental Laws” means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution 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. 
 “ERISA” means the Employee
Retirement Income Security Act of 1974. 
 “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 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) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC (or an event or circumstance that could reasonably be expected to cause the PBGC
to institute proceedings under Title IV of ERISA) to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 

“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 “€” mean the single currency of the
Participating Member States. 
 “Eurocurrency Rate” means: 

(a) With respect to any Credit Extension: 

(i) 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 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 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; 

  
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 (ii) denominated in Canadian Dollars, the rate per annum equal to the Canadian
Dealer Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the 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 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; and 

(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 Administrative Agent and the Lenders pursuant to Section 1.06(a); 

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

“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. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or
having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.
federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the
Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii),
(a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Existing Credit Agreement” has the meaning specified in the recitals hereto. 

“Existing Lenders” has the meaning specified in the recitals hereto. 

  
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 “Extended Commitment” means any class of Commitments the maturity of which shall
have been extended pursuant to Section 2.18. 
 “Extended Committed Loans” means any Committed Loans made pursuant
to the Extended Commitments. 
 “Extension” has the meaning set forth in Section 2.18(a). 

“Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent and the
Borrower, be in the form of an amendment and restatement of this Agreement) among the Borrower, the applicable extending Lenders, the Administrative Agent and, to the extent required by Section 2.18, the L/C Issuers and/or the Swing Line
Lender implementing an Extension in accordance with Section 2.18. 
 “Extension Offer” has the meaning set forth in
Section 2.18(a). 
 “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, any agreements entered into pursuant to Section 1471 (b) (1) of the Code and
any applicable 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 next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent. 
 “Fee Letters” means the collective reference to (a) that certain fee letter agreement, dated October 14, 2016,
among the Borrower, Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated and (b) that certain fee letter agreement dated as of October 14, 2016, among the Borrower, Wells Fargo and Wells Fargo Securities, LLC. 

“Foreign Lender” means a Lender that is not a U.S. Person (including such a Lender when acting in the capacity of the L/C
Issuer). 
 “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 each L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer 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 the 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. 

  
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 “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 business. 

“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). 
 “Guarantee”
means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing 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 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). 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 2.04(c)(i). 

“Increase Effective Date” has the meaning specified in Section 2.15(d). 

“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; 

  
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 (b) all direct or contingent obligations of such Person arising under standby
letters of credit, 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; and 

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

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

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

“Information” has the meaning specified in Section 10.07. 

“Intangible Assets” means assets that are considered to be intangible assets under GAAP. 

“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 commencing on the first such date to occur after the Closing Date 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, or such other period that is
twelve months or less requested by the Borrower and consented to by all the Lenders; provided that: 

  
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 (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, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(ii) any Interest Period pertaining to a Eurocurrency Rate Loan 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. 

“IRS” means the United States Internal Revenue Service. 

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

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

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“L/C 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. 
 “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. 
 “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 Bank of America and Wells Fargo or any of their respective Affiliates designated by Bank of America and
Wells Fargo, respectively, in their capacities as issuers of Letters of Credit hereunder, and any other Lender selected by the Borrower, approved by the Administrative Agent and such Lender agreeing to be an L/C Issuer hereunder pursuant to a
joinder or similar agreement joining such Lender in such limited capacity as provided by the Administrative Agent, which agreement must be reasonably acceptable to the Borrower; provided, however, that there shall be no more than two
(2) L/C Issuers at any one time. All references to the L/C Issuer shall mean any L/C Issuer, the L/C Issuer issuing the applicable Letter of Credit, or all L/C Issuers, as the context may imply. 

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

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the 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 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 letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit
or a standby letter of credit. 
 “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration
Date” means the day that is three days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 

“Letter of Credit Fee” has the meaning specified in Section 2.04(h). 

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $500,000,000 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; and Sterling; in each case as long as there is a published LIBOR rate with respect thereto. 

“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, the Fee Letters, any Extension
Amendment and any other agreement, instrument or document designated by its terms as a “Loan Document”. 

  
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 “London Banking Day” means any day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank Eurodollar market. 
 “Market Disruption” has the meaning specified
in Section 1.06(d). 
 “Material Adverse Effect” means, with respect to any event, act, condition
or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions,
occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon any of (a) the financial condition, operations, business or properties of the Borrower and its Subsidiaries taken as a whole; (b) the
rights and remedies of the Administrative Agent or the Lenders under the Loan Documents or the ability of the Borrower to perform its obligations under any Loan Document; or (c) the legality, validity, or enforceability of any Loan Document. 

“Maturity Date” means November 23, 2021. 

“Measurement Period” means a period of four consecutive fiscal quarters of the Borrower. 

“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. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the
approval of all or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders (and, in the case of amendments that require the approval of all or all affected Lenders of a particular
class, Lenders with a majority of the loans and commitments in such class). 
 “Non-Defaulting Lender” means, at any time,
each Lender that is not a Defaulting Lender at such time. 
 “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, substantially in the form of Exhibit C. 
 “Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit or Related Credit Arrangement, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate 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. 

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

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

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar Taxes 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, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). 

“Outstanding Amount” means (a) 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; (b) 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 (c) 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 Administrative Agent, the applicable L/C Issuer, or the 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). 

“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. 
 “PATRIOT Act” means the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended. 

  
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 “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, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and,
thereafter, 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” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to
which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding
five plan years. 
 “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” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Platform” has the meaning specified in Section 6.02. 

“Rate Determination Date” means two 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 Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent,
such other day as otherwise reasonably determined by the Administrative Agent). 
 “Recipient” means the Administrative
Agent, any Lender, and any L/C Issuer. 
 “Register” has the meaning specified in Section 10.06(c). 

“Related Credit Arrangements” means, collectively, Related Swap Contracts and Related Treasury Management Arrangements. 

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

“Related Swap Contract” means a Swap Contract which is entered into or maintained by the Borrower or any of its Subsidiaries
with a Lender or an Affiliate of a Lender. 
 “Related Treasury Management Arrangement” means an arrangement for the
delivery of treasury management services to or for the benefit of the Borrower or any of its Subsidiaries which is entered into or maintained with a Lender or Affiliate of a Lender and which is not prohibited by the express terms of the Loan
Documents. 

  
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 “Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than an event for which the notice requirement under Section 4043(a) of ERISA has been waived by regulation. 

“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 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 any of the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
Executive Vice President, Senior Vice President, Vice President (including without limitation Vice President Tax), General Counsel, Secretary, Chief Compliance Officer, Chief Accounting Officer, Treasurer or Assistant Treasurer of the Borrower and,
solely for purposes of notices given pursuant to Article II, any other officer or employee of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower
designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower 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 of the Borrower. 

“Restatement” has the meaning specified in the recitals hereto. 

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of
a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such
additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an
Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in an
Alternative Currency, and (iv) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the Required Lenders shall require. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any
successor thereto. 
 “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately
available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the
place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. 

  
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 “Sanction(s)” means any published international economic sanction administered
or enforced by the United States Government (including without limitation, OFAC), the U.S. Department of State, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority, applicable to the
respective Lenders or the Borrower. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. 
 “Securitization Transaction” means, with respect to any Person, any
financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments,
receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person. 

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower
and its Subsidiaries as of that date determined in accordance with GAAP. 
 “Special Notice Currency” means at any time an
Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe. 

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable,
to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two
Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable L/C Issuer may obtain such spot rate from another financial institution designated by the
Administrative Agent or such L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the applicable L/C Issuer may use such spot
rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

“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. 
 “Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond
or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency
swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any
such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and 

  
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conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for
any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line” means
the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.05. 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05. 
 “Swing Line Lender” means
Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 
 “Swing Line
Loan” has the meaning specified in Section 2.05(a). 
 “Swing Line Loan Notice” means a notice of a Swing
Line Borrowing pursuant to Section 2.05(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $250,000,000 and (b) 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 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). 

“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 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 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. 
 “Threshold Amount”
means $100,000,000. 

  
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 “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. 
 “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits,
International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). 

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

“Unreimbursed Amount” has the meaning specified in Section 2.04(c)(i). 

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

“Wells Fargo” means Wells Fargo Bank, National Association and its successors. 

“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. 

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 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 “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.” 

  
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 (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 for changes concurred in by the Borrower’s independent public accountants or otherwise required by a change in GAAP). 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, and the effects of FASB ASC 825 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, the Administrative Agent or the Required Lenders shall so request, the 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 (subject to the approval of the Required Lenders); 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) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any amendment of this Agreement or any other Loan
Document, at any time, solely in connection with and covering only such change in GAAP shall be effected without, in connection therewith, (a) the Borrower being obligated to pay any fee, (b) any increase in the Applicable Rate or (c) any other
increase in the consideration then payable by the Borrower pursuant to this Agreement or any other Loan Document. 
 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 Administrative Agent or the L/C Issuer(s), as applicable, 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
Administrative Agent or the L/C Issuer(s), as applicable. 

  
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 (b) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation
or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or
Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward),
as determined by the Administrative Agent or the L/C Issuer, as the case may be. 
 (c) The Administrative Agent does not warrant, nor accept
responsibility, nor shall the Administrative Agent have any liability with respect to the 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 and/or Letters of Credit be issued 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. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the
Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. 

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired
Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such
request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C
Issuer thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than
11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. 

(c) Any failure by a Lender or any L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the
Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of
any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and
such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under
this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.
 (d) Market
Disruption. If, after the designation by the applicable L/C Issuer and the Administrative Agent of any currency as an Alternative Currency, in the reasonable opinion of the Borrower, any L/C Issuer, the Required Lenders or the
Administrative Agent, (x) there shall occur any change in national or international financial, political or economic conditions or currency exchange rates or currency control or other exchange regulations are imposed in the country which issues
such currency with the result that it shall be impractical for any L/C Obligation to be denominated in such currency or 

  
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different types of such currency are introduced, (y) such currency is no longer readily available or freely traded or (z) a Dollar Equivalent of such currency is not readily calculable
(any such event a “Market Disruption”), the Borrower, such L/C Issuer, the Required Lenders or the Administrative Agent, as applicable, shall promptly notify the Lenders, the L/C Issuers, the Administrative Agent and the Borrower,
and such currency shall no longer be an Alternative Currency until such time as the Administrative Agent and any applicable L/C Issuer agrees to reinstate such currency as an Alternative Currency, and all payments to be made by the Borrower
hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the
imposition of any such currency control or exchange regulations. For purposes of this Section 1.06(d), the commencement of the third stage of the European Economic and Monetary Union shall not constitute the imposition
of currency control or exchange regulations. 
 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
shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions
or practices relating to the Euro. 
 (c) Each provision of this Agreement also shall be subject to such reasonable changes of construction
as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

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

  
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 1.10 Amendment and Restatement. In order to facilitate the Restatement and
otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: 
 (a) Simultaneously with the Closing Date,
the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such
Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such
assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or
Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments
shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the
Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such
settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. 
 (b) The Borrower, the Administrative
Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent
and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing
Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. 
 (c) Notwithstanding this amendment
and restatement of the Existing Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or
collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder
and all indebtedness, liabilities and obligations of any Person other than the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and
the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the
Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement
or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall
constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement
shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal,
interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit
hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. 

  
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 ARTICLE II. 

THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make
loans in Dollars or in one or more Alternative Currencies (each such loan, a “Committed Loan”) to the Borrower 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, (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 2.06, 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 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 Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (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 (or five Business Days in the case
of a Special Notice Currency) 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;
provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or
(ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of
such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion
or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period (other than an Interest Period of
one, two, three or six months in duration) has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in
excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess
thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from 

  
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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, (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 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 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 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 Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time
specified by the 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, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, 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 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. 

  
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 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest
rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the 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. 
 (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the
portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent,
and such Lender. 
 2.03 [Reserved.] 

2.04 Letters of Credit.

(a) The 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 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in
Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor
drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder (however, except as set forth in Section
2.04(a)(iii) below, any Lender’s failure to so participate shall not affect the L/C Issuer’s obligation to issue any Letters of Credit); 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. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the
proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 

(ii) No L/C Issuer shall issue any Letter of Credit, if: 

(A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 
 (B)
the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless L/C Obligations relating to such proposed Letter of Credit and all Letter of Credit fees to accrue while such Letter of Credit is to be
outstanding are Cash Collateralized on the date of issuance of such Letter of Credit in the manner described in Section 2.16. 

  
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 (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit
if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the
L/C Issuer in good faith deems material to it; 
 (B) except as otherwise agreed by the Administrative Agent and the
applicable L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; 

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

(E) such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder;
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, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(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. 
 (iv) No L/C Issuer shall amend any Letter of Credit if the L/C Issuer would not be permitted at such time
to issue such Letter of Credit in its amended form under the terms hereof. 
 (v) No L/C Issuer shall be under any obligation
to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed
amendment to such Letter of Credit. 

  
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 (vi) Each L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the 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 “Administrative Agent” as used in Article
IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such 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
applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by
facsimile or e-mail, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit
Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such 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 satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder;
(G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such 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 satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to
such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require. 

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless
the applicable L/C Issuer has received written notice from any Lender, the 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 Section 4.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the
applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such 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 applicable 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. 

  
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 (iii) If the Borrower so requests in any applicable Letter of Credit Application,
the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby 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 such 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 applicable L/C Issuer, the Borrower shall not
be required to make a specific request to such 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 applicable 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 such L/C Issuer shall not permit any such extension if (A) such 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
2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have
elected not to permit such extension or (2) from the Administrative Agent, 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 such L/C
Issuer not to permit such extension. 
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
applicable L/C Issuer shall immediately notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable L/C Issuer in such
Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower
shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit
denominated in an Alternative Currency, such L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the next succeeding Business Day
following the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative
Currency, the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency (the date of any payment by the applicable L/C Issuer under a Letter of Credit to
be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency, the “Honor Date”). In the event that (A) a


  
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drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.04(c)(i) and (B) the Dollar amount paid by the Borrower,
whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and
independent obligation, to indemnify the applicable L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. Notwithstanding the above, if the Borrower fails to
reimburse such L/C Issuer on the Honor Date (but instead reimburses such L/C Issuer on the date following the Honor Date or any date thereafter), the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such 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, the proviso to Section 2.01 and the conditions
set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.04(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 2.04(c)(i) make funds available (and the
Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(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 Administrative Agent shall remit the funds so received to the applicable 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 applicable 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 the next Business Day following the Honor Date (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative
Agent for the account of the applicable L/C Issuer pursuant to Section 2.04(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 2.04. 
 (iv) Until each Lender funds its Committed Loan or L/C Advance
pursuant to this Section 2.04(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 applicable L/C
Issuer. 

  
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 (v) Each Lender’s obligation to make Committed Loans or L/C Advances to
reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by 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 such L/C Issuer, 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 (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 any L/C Issuer for the amount of any payment made by such L/C Issuer under
any Letter of Credit, together with interest as provided herein. 
 (vi) If any Lender fails to make available to the
Administrative Agent for the account of any L/C Issuer 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)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such 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 such 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 applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 
 (d) Repayment of
Participations.
 (i) At any time after the applicable 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 2.04(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its
Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the
Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the account of the applicable L/C
Issuer pursuant to Section 2.04(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 such L/C Issuer in
its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned by such 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. 

  
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 (e) Obligations Absolute. The obligation of the Borrower to reimburse each 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), any 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 any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of
the Borrower or any waiver by such 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 such 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 Uniform Commercial Code, the ISP or the UCP, as applicable; 

(vii) any payment by such 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 such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 

(viii) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the
Borrower or any Subsidiary or in the relevant currency markets generally; or 
 (ix) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C
Issuer and its correspondents unless such notice is given as aforesaid. 

  
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 (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the applicable 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 (other than to determine that such document appears on its face to be in compliance with the terms of such Letter of Credit) or the authority of the Person executing or delivering any such
document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable or responsible for any of the matters described in
clauses (i) through (ix) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C
Issuer, and the applicable L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C
Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms
and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each 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 Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g) Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the
Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and no L/C Issuer’s rights and remedies
against the Borrower shall be impaired by, any action or inaction of any 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 such L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, 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 Administrative Agent for the account of each Lender in accordance with its
Applicable Percentage 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 maximum 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 reasonably
satisfactory to the L/C Issuer 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 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C 

  
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Issuer for its own account. For purposes of computing the daily maximum 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) computed on a quarterly basis in arrears and (ii) 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. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of 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, upon the request of the Required
Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
 (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, at the rate per annum specified by each L/C Issuer
pursuant to a separate letter or agreement, 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 fee shall be due and payable on the first
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 applicable 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 on demand 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 Subsidiaries. Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, 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 Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

 (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 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. 
 (m) Market
Disruption. Notwithstanding the satisfaction of all applicable conditions with respect to any Letter of Credit to be issued in any Alternative Currency other than Dollars, if there shall occur on or prior to the date of issuance of such
Letter of Credit any Market Disruption, then the Administrative Agent shall forthwith give notice thereof to the Borrower, the L/C Issuers and the Lenders, and such Letter of Credit shall not be denominated in such Alternative Currency but shall be
made on the date of issuance of such Letter of Credit in Dollars, in a face amount equal to the Dollar Equivalent of the face amount specified in the related request or application for such Letter of Credit, unless the Borrower notifies the
Administrative Agent at least one Business Day before such date that 

  
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(i) it elects not to request the issuance of such Letter of Credit on such date or (ii) it elects to have such Letter of Credit issued on such date in a different Alternative Currency,
as the case may be, in which the denomination of such Letter of Credit would in the opinion of the applicable L/C Issuer, the Administrative Agent and the Required Lenders be practicable and in a face amount equal to the Dollar Equivalent of the
face amount specified in the related request or application for such Letter of Credit, as the case may be. 
 2.05 Swing Line
Loans.
 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance
upon the agreements of the other Lenders set forth in this Section 2.05, 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 in
an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) except for the Swing Line Lender, 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. Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. 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 the 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 the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery
to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(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, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. 

  
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 (c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that each 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 Swing Line Lender shall furnish the Borrower with a copy of the applicable
Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative
Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than
1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(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 Administrative Agent shall remit the funds so received to the Swing Line Lender. 
 (ii) If for any reason
any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by
the 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 Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i)
shall be deemed payment in respect of such participation. 
 (iii) If any Lender fails to make available to the
Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender
shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to
the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the 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 the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line
Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Committed 

  
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Loans pursuant to this Section 2.05(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 Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will promptly distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its
Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the 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. The 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 2.05 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 Swing Line Lender. 
 (f) Payments Directly to Swing Line
Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 

2.06 Prepayments. 

(a) The Borrower may, upon notice to the 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 in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated
in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; and
(iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 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 Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of the amount of such Lender’s share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section
3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders ratably in accordance with their respective Commitments. 

  
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 (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the date of the prepayment, and (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. 

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section
2.06(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 

(d) If the 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. 

2.07 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, 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 Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of
termination or reduction, (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 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 ratably to the Commitments of the Lenders. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective
date of such termination. 
 2.08 Repayment of Loans. 

(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.


  
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 (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. 
 2.09 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 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) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the
principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) 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. 
 2.10
Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.04: 
 (a)
Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times
the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans 

  
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and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall accrue at all times during the Availability Period (and thereafter
so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), 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 on the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

 (b) Other Fees. (i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts
fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 2.11
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 2.14, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

2.12 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
Administrative Agent in the ordinary course of business. The accounts or records maintained by the 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 Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such
Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the 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 Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

  
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 2.13 Payments Generally; Administrative Agent’s Clawback. 

(a) General. Except as otherwise set forth in Section 3.01, all payments to be made by the Borrower shall be made free and
clear of and 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 Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not
later than 2:00 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
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by
the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the 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, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The 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
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the 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 Administrative Agent. Unless the 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 Administrative Agent such Lender’s share of such Committed Borrowing of Eurocurrency Rate Loans or Base Rate Loans,
the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available 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 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 Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the
Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to 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 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 Administrative Agent. 

  
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 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or 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 Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest to the extent returned on the same Business Day and thereafter at the Federal Funds Rate. 
 (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. 

2.14 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 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: 

  
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 (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 or on behalf of 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 2.16, 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. 
 2.15 Increase in
Commitments. 
 (a) Request for Increase. Provided there exists no Default and the Borrower has made no voluntary reduction
of the Aggregate Commitments pursuant to Section 2.07, upon notice to the Administrative Agent, the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding
$500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Borrower may make a maximum of three such requests. 

(b) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of
each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent and the L/C Issuers (which approvals shall not be unreasonably withheld), the Borrower may, at its option,
request that the existing Lenders provide for any such increase in the Aggregate Commitments or invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and
its counsel. To the extent the Borrower seeks any increase from existing Lenders, it shall (in consultation with the Administrative Agent) specify the time period within which each Lender is requested to respond (which shall in no event be less
than ten Business Days from the date of delivery of such notice to the Lenders). 
 (c) Lender Elections to Increase. Each Lender
shall notify the 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. 
 (d) Effective Date and
Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

  
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 (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by 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 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 2.15, 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 clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans 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 Sections 2.14 or 10.01 to the contrary.

 2.16 Cash Collateral.

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) 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 (ii) 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 all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line
Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.17(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, interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the
Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, 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 2.16(c). If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby,
the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 2.16 or Sections 2.04, 2.05, 2.06, 2.17 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. 

  
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 (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 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 or any of its Subsidiaries shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 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. 
 2.17 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) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
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 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 Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to an L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the applicable L/C Issuer or
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 Administrative Agent; fifth, if so determined by the
Administrative Agent and the Borrower, to be held in an interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) Cash Collateralize each L/C
Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; 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, any 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 

  
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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 2.17(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 be entitled to receive any facility fee pursuant to Section
2.10(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of
Credit and Swing Line Loans for which it has provided Cash Collateral pursuant to Section 2.04, Section 2.05, Section 2.16, or Section 2.17(a)(ii), as applicable (and the Borrower shall (A) be required to pay to each of
the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of 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 2.04(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 2.04 and 2.05, 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 time of such
reallocation, no Default or Event of Default exists; and (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-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.20, no reallocation hereunder shall constitute a waiver or release of
any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation. 
 (v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause
(a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing
Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and each 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 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
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 2.17(a)(iv)), 

  
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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. 
 2.18 Extension of
Maturity Date.
 (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an
“Extension”) of the Maturity Date of any class of Loans and Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable class of Loans and Commitments that
will be subject to the Extension (which shall be in minimum increments of $100,000,000 and a minimum amount of $500,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10)
Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant class of Commitments to which
such Extension relates. Each Lender of the applicable class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender
of such class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. Each Lender shall make a determination (in its sole and absolute discretion) as to whether or not it will agree to
extend the Maturity Date as requested; provided, however, that failure by any Lender to make a timely response to the Borrower’s request for an Extension shall be deemed to constitute a refusal by such Lender to extend the
Maturity Date. If the aggregate principal amount of Loans and Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments subject to the Extension
Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such
Extension Offer. 
 (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default
shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be deemed to be made and
shall be true and correct in all material respects on and as of the effective date of such Extension, (iii) the L/C Issuers and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such Extension
provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section. 

(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension
Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the Maturity Date, respectively, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any
Extended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the borrower of the Extended Commitments shall be the same as the Borrower with respect to the
existing Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Commitment (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders,
(v) borrowing and prepayment of Extended Loans, or reductions of Extended Commitments, and participation in Letters of 

  
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Credit and Swingline Loans, shall be on a pro rata basis with the other Loans and Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the
Extended Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). 

(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to
the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of
each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Commitments or Extended Loans as a new class or tranche of Commitments or Loans, as applicable, and such other technical
amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new class or tranche (including to preserve the pro rata treatment of the extended and
non-extended classes or tranches and to provide for the reallocation of revolving credit exposure upon the expiration or termination of the commitments under any class or tranche), in each case on terms consistent with this Section. 

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 Borrower under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent or Borrower, as applicable) require the deduction or withholding of
any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered
pursuant to subsection (e) below. 
 (ii) If the Borrower or the 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 Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to
be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance
with the Code, and (C) to 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 applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

  
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 (iii) If the Borrower or the 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 Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based
upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the 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 applicable Recipient receives an amount equal to the sum it would have received had no such
withholding or deduction been made. 
 (b) Payment of Other Taxes by the 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 Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

 (c) Indemnification by the Borrower. (i) The Borrower shall indemnify each Recipient, and shall make payment in respect
thereof within 10 days after written 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 3.01) payable or paid by such
Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after
written demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof
within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section
10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by
the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the
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 Administrative Agent under this
clause (ii). 

  
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 (d) Evidence of Payments. As soon as practicable after any payment of Taxes by the
Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the
Administrative Agent, as the case may be. 
  

	 	(e)	Status of Lenders; Tax Documentation.

 (i) Any Lender that is entitled to
an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

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

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S.
federal backup withholding Tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request
of the Borrower or the 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 originals of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

  
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 (II) executed originals of IRS Form W-8ECI (or any successor form); 

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form
W-8BEN or W-8BEN-E, as applicable (or any successor form); or 
 (IV) to the extent a Foreign Lender is not the beneficial
owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit
H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; 

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

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at
the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For avoidance of doubt, solely for purposes of this clause (D), “FATCA” shall include


  
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any amendments made to FATCA after the date of this Agreement. To the extent that the relevant documentation provided pursuant to this Section 3.01(e)(ii)(D) is rendered obsolete or
inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by Laws, deliver to the Borrower and the Administrative Agent revised and/or updated
documentation sufficient for the Borrower and the Administrative Agent to confirm such Lender’s compliance with its respective obligations under FATCA. 

(iii) Each Lender shall promptly (A) update any previously delivered form or certification that expires or becomes obsolete or
inaccurate in any respect or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so, 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 Administrative Agent make any withholding or deduction for Taxes from
amounts payable to such Lender. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the
Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or 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 any Recipient determines, in its reasonable discretion, that it has received a refund of any Taxes or Other 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 or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, 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 Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient
to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. 

(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the 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 any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate, 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 Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Rate Loans


  
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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 Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate,
in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be
determined by the 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
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 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. If in connection with any request for a Eurocurrency Rate Loan or a conversion to
or continuation thereof, (a) the Administrative Agent determines that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period
of such Eurocurrency Rate Loan, or (ii) 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 an
Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine
that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the 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, 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 Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request
into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 
 Notwithstanding the foregoing, if the
Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted
Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence
of this Section, (2) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such
alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative
Agent and the Borrower written notice thereof. 

  
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 3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.  

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) hereof) or any L/C Issuer; 

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

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than
Taxes) 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, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such
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 of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may
be, 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 the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer
or any Lending Office of such Lender or such Lender’s or the 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 the L/C
Issuer’s capital or on the capital of such Lender’s or the 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 or Swing
Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in
Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to
such Lender or the L/C Issuer, as the case may be, 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, together with reasonable supporting calculations, and containing an officer’s
certification that such costs have not been imposed on the Borrower disproportionately from other similarly situated borrowers under comparable credit facilities, 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 10 days after receipt thereof. 

  
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 (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 the Borrower shall not 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 nine 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 nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) Reserves on Eurocurrency Rate Loans. The Borrower shall pay to each Lender, 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 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 (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which
interest is payable on such Loan; provided the Borrower shall have received at least 10 days prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days
prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice. 

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time,
the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (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 drawing under any Letter of Credit (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; 

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

  
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 For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each
Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurocurrency Rate Loan was in fact so funded.
 3.06 Mitigation Obligations; Replacement of
Lenders. 
 (a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through
any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under
Section 3.04, or the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any
Lender gives a notice pursuant to Section 3.02, then such Lender or such 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 such 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 such L/C Issuer, as the case may be, to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any 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 Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined or is unable to
designate a different lending office in accordance with Section 3.06(a), 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 Administrative Agent. 
 ARTICLE IV. 

CONDITIONS PRECEDENT TO EFFECTIVENESS 

4.01 Conditions of Effectiveness. This Agreement shall become effective on the date that each of the following
conditions shall have been satisfied (or waived in accordance with Section 10.01): 
 (a) The Administrative Agent’s receipt of
the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 satisfactory to the Administrative Agent and each of the Lenders: 

(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and
the Borrower; 
 (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 

  
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 (iii) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers as the Administrative Agent may 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; 
 (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so is not reasonably likely to have a Material Adverse Effect; 

(v) a favorable opinion of Moore & Van Allen, PLLC, counsel to the Borrower, addressed to the Administrative Agent and each
Lender in the form of Exhibit F; 
 (vi) a certificate of a Responsible Officer either (A) attaching copies of all
consents, licenses and approvals required in connection with the execution, delivery and performance by and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full
force and effect, or (B) stating that no such consents, licenses or approvals are so required; 
 (vii) a certificate signed
by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since the date of the Audited Financial Statements
that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; and 

(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the
Swing Line Lender or the Required Lenders reasonably may require. 
 (b) Any and all fees required to be paid on or before the Closing Date
shall have been paid. 
 (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of
counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on 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 Administrative Agent). 
 Without limiting the generality of the provisions 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

4.02 Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer 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: 

  
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 (a) The representations and warranties of the Borrower contained in Article V (other than
in Sections 5.05(c), 5.06, 5.10, 5.11 and 5.14) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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, and except that for purposes of
this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01. 
 (b) No Default shall exist, or would result from such proposed Credit Extension or from the
application of the proceeds thereof. 
 (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have
received a Request for Credit Extension in accordance with the requirements hereof. 
 (d) In the case of a Credit Extension to be
denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the
Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it
impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. 
 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 Administrative Agent and the Lenders that: 

5.01 Existence, Qualification and Power. The Borrower (a) is duly organized, validly existing and in good
standing under the laws of North Carolina, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and
perform its obligations under this Agreement, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such
qualification or license, except, in each case referred to in clause (b)(i), or (c), to the extent that failure to do so is not reasonably likely to have a Material Adverse Effect. 

5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement, the
Notes and the other Loan Documents (i) are within Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, or (iii) do not contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or bylaws of Borrower, or of any agreement, judgment, injunction, order, decree or other instrument binding upon Borrower or result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries. 

  
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 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. 

5.04 Binding Effect. This Agreement has been duly executed and delivered by the Borrower. This Agreement
constitutes, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms; provided that the enforceability hereof is subject to general principles of equity and to bankruptcy,
insolvency and similar laws affecting the enforcement of creditors’ 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 the financial condition of the Borrower and its 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) The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated July 29, 2016 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i)
were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 

(c) 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 is reasonably likely to have a Material Adverse Effect. 
 5.06 Litigation. There are no actions, suits
or proceedings pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries that (a) purport to call into question the
validity or enforceability of this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate are reasonably likely to have a Material Adverse Effect. 

5.07 No Default. (a) Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual
Obligations that, either individually or in the aggregate, are reasonably likely to have a Material Adverse Effect. 
 (b) No Default has
occurred and is continuing under this Agreement. 
 5.08 Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has title to and/or a leasehold interest in its properties sufficient for the conduct of its business, and none of such property is subject to any Lien except as permitted in Section 7.01. 

  
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 5.09 [Reserved.] 

5.10 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and
reports required to be filed, and have paid all Federal, 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 and for which adequate reserves have been provided in accordance with GAAP. 

5.11 ERISA Compliance. 

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state
laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the
best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have fulfilled their obligations under the Pension Funding Rules and no waiver of the
minimum funding standards under the Pension Funding Rules has been applied for or obtained with respect to each Pension Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not
incurred any liability to the PBGC or to a Pension Plan under Title IV of ERISA. 
 (b) There are no pending or, to the best knowledge of the
Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that is reasonably likely to have a Material Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or is reasonably likely to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA or to the PBGC or to any Multiemployer Plan with respect to any Pension Plan or Multiemployer Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii)
neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA; and (iv) except as could not reasonably be expected to result in a material liability for the Borrower or any ERISA
Affiliate, no Pension Plan or Multiemployer 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. 

5.12 Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940. 
 5.13 Disclosure. The Borrower has disclosed to the
Administrative Agent, each L/C Issuer and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, is
reasonably likely to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to the


  
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Administrative Agent, any L/C Issuer or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (in each case, 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 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. 

5.14 Compliance with Laws. Each of the Borrower and each Subsidiary is in compliance in all material respects with
the requirements of all Laws (including Environmental 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 or (b) the failure to comply therewith, either individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. 

5.15 Senior Debt Designation. No indenture or other loan documentation to which the Borrower is a party contains a
requirement that the Obligations be designated as “senior debt” in order to be treated as such under such indenture or other loan documentation. 

5.16 OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any director, officer,
employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individuals or entities that are (a) currently the subject or target of any Sanctions or (b) located, organized or resident in
a Designated Jurisdiction or (c) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List. 

5.17 Not an EEA Financial Institution. The Borrower is not an EEA Financial Institution. 

5.18 Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted their businesses in compliance in all material
respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption laws in jurisdictions where the Borrower or any of its Subsidiaries does business. The Borrower has instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws. 
 ARTICLE VI. 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligations 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 Subsidiary to: 
 6.01 Financial
Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (or, if earlier, 15 days after the
date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of
income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in 

  
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comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any
“going concern” or exception 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 (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by
the SEC)), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the
Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail,
certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its 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(d), 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 Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 

(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent
certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such
event; 
 (b) 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; 
 (c) 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 copies of 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 not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Borrower or any
Subsidiary thereof relating to any default or event of default under such 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 this Section
6.02; and 
 (e) promptly, and in any event within ten Business Days after receipt thereof by the Borrower or any Subsidiary thereof,
copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation (excluding routine comment letters) by such agency regarding financial or other
operational results of the Borrower or any Subsidiary thereof; and 

  
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 (f) 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 Administrative Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) or (d) (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
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, upon the request of the Administrative Agent, the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Notwithstanding anything
contained herein (but subject to the proviso to the immediately preceding sentence), in every instance the obligation of the Borrower to deliver documents required pursuant to Sections 6.02(a), (b), (e) and (f) to the
Administrative Agent and each Lender shall be deemed satisfied by the Borrower providing to the Administrative Agent either paper copies of such documents or if the Borrower otherwise elects (provided that the Administrative Agent or any
Lender has not asked the Borrower to deliver paper copies thereof), electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain
paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery
to it or maintaining its copies of such documents. 
 The Borrower hereby acknowledges that the Administrative Agent and/or the Arrangers
will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain,
IntraLinks, SyndTrak, ClearPar, or another similar electronic system (the “Platform”). 
 6.03
Notices. Promptly notify the Administrative Agent and each Lender: 
 (a) of the occurrence of any Default; 

(b) of any matter that has resulted or is reasonably likely to result in a Material Adverse Effect, including but not limited to (i) any
dispute, litigation, investigation, or proceeding between the Borrower or any Subsidiary and any Governmental Authority; or (ii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws; 
 (c) of the occurrence of any ERISA Event, or if the Borrower and/or
any ERISA Affiliate commences participation in one or more Multiemployer Plans which will provide retirement benefits to an aggregate of more than 500 employees of Borrower or the ERISA Affiliates; 

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and 

(e) of any public announcement by Moody’s or S&P of any change in a Debt Rating. 

  
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 Each notice pursuant to this Section 6.03 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 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. Notwithstanding anything contained herein, in every instance the obligation of the Borrower to deliver documents required
pursuant to Section 6.03 to the Administrative Agent and each Lender shall be deemed satisfied by the Borrower providing to the Administrative Agent either paper copies of such documents or if the Borrower otherwise elects,
electronic versions (i.e., soft copies) of such documents. 
 6.04 Payment of Obligations. Pay and discharge
as the same shall become due and payable, all its obligations and liabilities, including (a) all federal, state and other material Taxes, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except to the extent that any such claim, individually or in the
aggregate, is not reasonably likely to result in a Material Adverse Effect; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness,
except to the extent that any such Indebtedness, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect. 

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect the Borrower’s
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) maintain the legal existence and good standing of each Subsidiary under the Laws of
the jurisdiction of its organization, except to the extent that failure to do so is not reasonably likely to have a Material Adverse Effect; (c) take all 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 is not reasonably likely to have a Material Adverse Effect; and (d) preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which is reasonably likely to have a Material Adverse Effect. 
 6.06 Maintenance of
Properties. (a) Maintain, preserve and protect 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; (b) make all necessary and
desirable repairs thereto and renewals and replacements thereof, except in the case of both (a) and (b) above, where the failure to do so is not reasonably likely to have a Material Adverse Effect. 

6.07 Maintenance of Insurance. Maintain insurance (including self-insurance) with respect to its properties and
business as necessary and appropriate 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; or (b) the failure to comply therewith is not reasonably likely to have a Material Adverse Effect. 

6.09 Books and Records. Maintain proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be. 

  
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 6.10 Inspection Rights. Permit representatives and independent contractors of
the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with
its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that
when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and
without advance notice. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for working capital and
general corporate purposes not in contravention of any Law or of any Loan Document. 
 6.12 Anti-Corruption Laws. Conduct
its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption laws in jurisdictions where the Borrower or any of its Subsidiaries does business, and maintain
policies and procedures designed to promote and achieve compliance with such laws. 
 ARTICLE VII. 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligations shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary 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 securing Indebtedness in an aggregate amount not exceeding $10 million; 

(c) Liens existing on any asset of a corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such
event; 
 (d) Liens securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring,
improving or constructing an asset, provided that such Lien attaches to such asset, concurrently with or within twelve months after the acquisition or completion of construction or improvement thereof and such Indebtedness secured thereby
does not exceed the cost or fair market value, whichever is lower, of the asset so acquired, improved or constructed; 
 (e) Liens on an
asset of a corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; 

(f) Liens existing on an asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such
acquisition; 
 (g) Liens securing Indebtedness owing by any Subsidiary to the Borrower; 

  
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 (h) Liens arising out of the refinancing, renewal or refunding of any Indebtedness secured by any
Lien permitted by the foregoing clauses of this Section; provided that (i) such Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased; 

(i) Liens for taxes not yet delinquent 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; 
 (j) 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; 

(k) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA; 
 (l) deposits to secure the performance of bids, trade contracts and
leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(m) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(n) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(g) or securing appeal or
other surety bonds related to such judgments; 
 (o) Liens incidental to the conduct of its business or ownership of its property that (i) do
not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; 

(p) Liens on margin stock; 
 (q)
any Lien on the accounts and accounts receivable of the Borrower arising out of the securitization of such accounts and accounts receivable or a secured borrowing of money that requires the pledge of or a security interest on such accounts and
accounts receivable provided that: (i) such Lien encumbers only the accounts and accounts receivable subject to the securitization, and (ii) in the case of a secured borrowing of money any such Lien shall at all times be confined solely to such
accounts and accounts receivable that are required to secure such borrowing; and 
 (r) Liens not otherwise permitted by the foregoing
clauses of this Section 7.01 which secure Indebtedness, that, when aggregated with all other Indebtedness secured by Liens permitted by clause (q) above, does not exceed 20% of Consolidated Tangible Net Worth. 

7.02 [Reserved.] 

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: 

  
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 (a) Current accounts payable arising in the ordinary course of business; 

(b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; 
 (c)
Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; 
 (d) Guarantees by any Subsidiary in respect of Indebtedness of
the Borrower or of another Subsidiary otherwise permitted hereunder; 
 (e) obligations (contingent or otherwise) of any Subsidiary existing
or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does
not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 

(f) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(d); and 
 (g) Other secured or unsecured Indebtedness not otherwise permitted by the
foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness does not exceed 20% of Consolidated Tangible Net Worth. 

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether
in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, or discontinue or eliminate, a line of business, other than Dispositions in the
ordinary course of business; provided, that the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuance or elimination of a line of business shall not prohibit, at any time, a transfer of assets or the
discontinuance or elimination of a line of business (in a single transaction or a series of related transactions) to the extent that any such Disposition would not cause the aggregate value of all assets Disposed of (excluding the sale, lease or
other transfer of assets permitted under clause (c) of this Section), after the Closing Date to constitute more than 20% of Consolidated Total Assets as set forth or reflected on the most recent consolidated balance sheet of the Borrower and
its Consolidated Subsidiaries, prepared in accordance with GAAP, and provided, further, that so long as no Default exists or would result therefrom: 

(a) the Borrower may merge with another Person if (i) such Person is organized under the laws of the United States of America or one of its
states, and (ii) the Borrower is the surviving corporation; 
 (b) 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; and 
 (c) any Subsidiary may Dispose
of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary. 

  
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 For purposes of calculating under this Section 7.04, the aggregate assets transferred by
the Borrower or its Subsidiaries, such calculation shall not include accounts receivable that have been transferred after the Closing Date in connection with a securitization of such accounts receivable. 

7.05 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 fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary 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 transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

 7.06 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose. 
 7.07 Ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDAR. As of the
end of each fiscal quarter, permit the ratio of Consolidated Adjusted Funded Debt on such date to Consolidated EBITDAR for the Measurement Period ending on such date to exceed 4.00 to 1.00. 

7.08 Sanctions. Directly or, to the Borrower’s knowledge, 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 any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent,
L/C Issuer, Swing Line Lender, or otherwise) of Sanctions. 
 7.09 Anti-Corruption Laws. Directly or, to the
Borrower’s knowledge, indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practice Act of 1977, the UK Bribery Act 2010, or other applicable anti-corruption laws in
jurisdictions where the Borrower or any of its Subsidiaries does business. 
 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, any amount of principal of any Loan or any
L/C Obligation, or (ii) within three 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 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 Section 6.03 (to the extent that the event for which notice was not given is reasonably likely to result in a Material Adverse Effect), 6.05(a), 6.10, 7.01, 7.03, 7.04, 7.06,
7.07, 7.08, or 7.09; or 

  
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 (c) Other Defaults. The Borrower fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above or otherwise in this Section 8.01, but including Section 6.03 to the extent that the event for which notice was not given is not reasonably likely to result in a
Material Adverse Effect) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days from the earlier of (i) the first day on which the Borrower has knowledge of such failure and
(ii) written notice thereof has been given to the Borrower by the Administrative Agreement at the request of any Lender; or 
 (d)
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by the Borrower herein, or in any document delivered in connection herewith or therewith shall be false, incorrect or
misleading in any material respect when made or deemed made; or 
 (e) Cross-Default. (i) The Borrower or any Subsidiary (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, 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, the effect of which default or other event is to cause
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 such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, if the amount of such Indebtedness or Guarantee
is more than the Threshold Amount; 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 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 of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator 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) Judgments. There is entered against the Borrower or any Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or is reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a
stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

  
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 (h) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or is reasonably likely to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (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 
 (i) 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 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 each 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 and the Lenders all rights and remedies available to it and the Lenders 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 each 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 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 2.16 and 2.17, be applied by the Administrative Agent in the following order: 

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

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or any L/C
Issuer) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; 

  
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 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 Issuers in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the
Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; 
 Fifth, to
the Administrative Agent for the account of the L/C 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 2.04 and 2.16; 
 Sixth, to payment of Obligations consisting of liabilities under any Related
Credit Arrangement with any Lender or any Affiliate of a Lender party to a Related Credit Arrangement and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender
party to a Related Credit Arrangement, such payments under this clause Sixth to be allocated on a pro rata basis according to such amounts owed as to which the Administrative Agent has received such notice; 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 Sections 2.04(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above. 
 ARTICLE IX. 

ADMINISTRATIVE AGENT 

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 Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, 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 the
Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or
reflect only an administrative relationship between contracting parties. 

  
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 9.02 Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for 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 Administrative Agent hereunder and without any duty to
account therefor to the Lenders. 
 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(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 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 Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law; 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 Administrative Agent or any of its Affiliates
in any capacity. 
 The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and
8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer. 

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or
any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

  
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 9.04 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit,
that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the 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 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 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 Administrative Agent. The 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 Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any
sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

9.06 Resignation of Administrative Agent; L/C Issuer. Each of the Administrative Agent and any L/C Issuer 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, in consultation with the Borrower so long as no Event of Default exists,
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative Agent 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 Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring 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 Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring
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 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 Administrative Agent was acting as Administrative Agent. 

  
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 Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as 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 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. 
 In the event of any dismissal or resignation by an L/C
Issuer, any Letters of Credit issued by such retiring L/C Issuer shall remain outstanding until termination pursuant to their terms and such retiring L/C Issuer shall retain all the rights and obligations of an L/C Issuer hereunder with respect to
all such Letters of Credit 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 2.04(c)), but
excluding the right to consent to Eligible Assignees and the obligation to issue new Letters of Credit.
 9.07 Non-Reliance on
Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 
 9.08 No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agent or Co-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 Administrative Agent, a Lender or an L/C Issuer hereunder. 

9.09 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 Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under
Sections 2.04(h) and (i), 2.10 and 10.04) allowed in such judicial proceeding; and 

  
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 (b) to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and L/C
Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under
Sections 2.10 and 10.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or an L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding. 
 ARTICLE X. 

MISCELLANEOUS 

10.01 Amendments, Etc. Except as provided in Section 2.18 or otherwise expressly provided herein, 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 and acknowledged by
the 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) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; 

(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) 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 only the consent of
the Required Lenders shall be necessary (i) 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 or (ii) to amend any financial covenant hereunder
(or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; 

  
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 (e) change Section 2.07, Section 2.14 or Section 8.03 in a manner that would
alter the pro rata sharing of commitment reductions or payments required thereby without the written consent of each Lender; or modify Section 2.04(a)(ii)(C), except in a way consistent with the provisions of Section 2.18 in connection
with an Extension, without the written consent of each of the Lenders directly affected thereby; 
 (f) amend
Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or 

(g) change any provision of this Section or the definition of “Applicable Percentage,” “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 the
Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the 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 (and disproportionately) than other affected Lenders
shall require the consent of such Defaulting Lender. 
 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 Administrative Agent, the L/C Issuer or the 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). 

  
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 Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to
have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as
provided in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the
L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent, the Swing Line Lender, each L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE 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 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 Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic
platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to 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). 

  
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 (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C
Issuer and the 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 Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender.
 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders
shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower
shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on
behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law. 
 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 shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and
remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) each L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely
in its capacity as an 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
2.14), 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 Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to 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 2.14, 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. 

  
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 10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in 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
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 out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the L/C Issuer (including the fees, computed on an hourly basis, and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) 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. 
 (b) Indemnification by the Borrower. The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, 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 fees, computed on an hourly basis, and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party (other than such
Indemnitee and its Related Parties) 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 or the consummation of the transactions contemplated hereby or thereby or, in the case of the 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,
in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Borrower against an Indemnitee for 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. 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, etc. 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 Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any 

  
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such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender
in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d). 

(d) Waiver of Consequential Damages, Etc. The Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. 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 by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby, except in the event of gross negligence or willful misconduct by such Indemnitee, as determined by a court of competent jurisdiction in a final and nonappealable judgment. 

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. 

(f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation
of the Administrative Agent, the L/C Issuer and the Swing Line Lender, 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 the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises any right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the 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 Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by
the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 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 or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender 

  
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may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the 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 Eligible 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 
 (i) Minimum Amounts. 

(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 or 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, with respect to a Lender, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, 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 rights in
respect of the 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 or delayed) shall be required unless (1) an Event
of Default 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


  
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to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof
except where such consent to any such assignment would cause the Borrower to incur additional costs under Section 3.01(a); 

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

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment 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. 

The parties hereby agree that Merrill Lynch, Pierce, Fenner & Smith Incorporated (but not Bank of America, N.A.) may, without notice to the
Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its
subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation
fee in the case of any assignment. The Eligible Assignee, if it is not a Lender, shall deliver to the 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
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 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 (A)
pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer, any Lender or the Borrower hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and 

  
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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. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section. 
 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans 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 Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the 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 each of the Borrower and the L/C Issuer and each Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any
time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the
Register. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person, 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 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. 

  
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 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 to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 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). 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 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 a non-fiduciary agent of the Borrower, maintain a register on
which it enters the name and address of each Participant and the principal amounts (and 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 Administrative Agent (in its capacity as 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, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank; 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. Subject to Section 9.06, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (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 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,
however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be; provided, further, however, that the Lender so
selected must consent to its appointment as successor L/C Issuer, or Swing Line Lender, as applicable. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer


  
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hereunder with respect to all Letters of Credit issued by it and 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 2.04(c)). If Bank of America 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). 
 10.07 Treatment of Certain Information;
Confidentiality. Each of the Administrative Agent, 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, 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, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document
or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement 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, (h) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (i) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower. Each of the Lenders agrees to use its best efforts to insure that no material non-public information provided to it by or on behalf of the Borrower will be utilized by any of its affiliates, agents, advisors or representatives to
trade in securities of the Borrower. 
 For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior
to disclosure by the Borrower or any Subsidiary, and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided
that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own
confidential information. 
 10.08 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 

  
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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 or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate 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, office or Affiliate of such Lender or the L/C Issuer different from the branch,
office or Affiliate 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
Administrative Agent for further application in accordance with the provisions of Section 2.17 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
Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender 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 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 Rate”). If the
Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In
determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as
an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of
the Obligations hereunder. 
 10.10 Counterparts; Integration; Effectiveness. This Agreement 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, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof 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 by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

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
Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default
at the time of any Credit 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. 

  
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 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 Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, 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 is a
Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this
Agreement and the related Loan Documents to an assignee procured by the Borrower 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 Administrative Agent the assignment fee (if any) specified in Section 10.06(b); 

(b) such Lender shall have received payment of an amount equal to 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 AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR
CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA. 

  
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 (b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED
PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NORTH CAROLINA SITTING IN MECKLENBURG COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE WESTERN DISTRICT OF NORTH CAROLINA, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NORTH CAROLINA 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, LITIGATION 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 ADMINISTRATIVE AGENT, ANY LENDER OR ANY 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. EACH PARTY HERETO 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


  
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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 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
that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between the Borrower, on the one hand, and the
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 Administrative Agent, the Lenders and the Arrangers 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 other Person and (B) neither the Administrative Agent, nor any Lender nor
any Arranger has any obligation to the Borrower with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents and (iii) the Administrative Agent, the 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 neither the Administrative Agent, nor any Lender nor any Arranger has any obligation to
disclose any of such interests to the Borrower. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers 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 “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in
connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be
deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the
contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; 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 PATRIOT Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative
Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the Act. 

  
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 10.19 No Lenders Will Be “Public Side”
Lenders. The Borrower acknowledges and the Administrative Agent, the Arrangers and the Lenders agree that none of the Lenders will be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public
information with respect to the Borrower or its securities) (each a “Public Lender”). The Borrower, the Administrative Agent, the Arrangers and the Lenders hereby agree that (x) all Borrower Materials shall be treated as
private and may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws and (y) the Administrative Agent and the Arrangers shall treat all Borrower
Materials as being suitable only for posting on a portion of the Platform not designated “Public Lender” or “Public Investor”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower
Materials “PUBLIC”. 
 10.20 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an 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 Lender 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 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 any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 10.21 Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any
such sum due from it to the Administrative 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 the Administrative Agent or such Lender, as the case may be,
of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount
of the Agreement Currency so purchased is less than the sum originally due to the Administrative 

  
 94 








 
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 the Administrative Agent or such
Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as
the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). 

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

  
 95 








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

			
	LOWE’S COMPANIES, INC.
		
	By:	 	 /s/ Akinjide O. Falaki

	Name:	 	Akinjide O. Falaki
	Title:	 	VP, Corporate Planning & Treasury, &
		 	Assistant Treasurer


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	 BANK OF AMERICA, N.A., as

Administrative Agent

		
	By:	 	 /s/ Darleen R. DiGrazia

	Name:	 	Darleen R. DiGrazia
	Title:	 	Vice President


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







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

	Name:	 	Kyle Lewis
	Title:	 	Associate


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, L/C Issuer and as Syndication Agent
		
	By:	 	 /s/ Ekta Patel

	Name:	 	Ekta Patel
	Title:	 	Director


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	GOLDMAN SACHS BANK USA, as a Lender and as a Co-Documentation Agent
		
	By:	 	 /s/ Annie Carr

	Name:	 	Annie Carr
	Title:	 	Authorized Signatory


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	JPMORGAN CHASE BANK, N.A., as a Lender and as a Co-Documentation Agent
		
	By:	 	 /s/ Lauren Baker

	Name:	 	Lauren Baker
	Title:	 	Vice President


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	SUNTRUST BANK, as a Lender and as a Co-Documentation Agent
		
	By:	 	 /s/ Julie Lindberg

	Name:	 	Julie Lindberg
	Title:	 	Vice President


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender and as a Co-Documentation Agent
		
	By:	 	 /s/ Conan Schleicher

	Name:	 	Conan Schleicher
	Title:	 	Senior Vice President


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /s/ Tracy Rahn

	Name:	 	Tracy Rahn
	Title:	 	Authorized Signatory


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Brian Crowley

	Name:	 	Brian Crowley
	Title:	 	Managing Director
		
	By:	 	 /s/ Cara Younger

	Name:	 	Cara Younger
	Title:	 	Director


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	BANK OF MONTREAL, as a Lender
		
	By:	 	 /s/ Katherine K. Robinson

	Name:	 	Katherine K. Robinson
	Title:	 	Director


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Kelly Attayek

	Name:	 	Kelly Attayek
	Title:	 	Assistant Vice President


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Gordon MacArthur

	Name:	 	Gordon MacArthur
	Title:	 	Authorized Signatory


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	CAISSE CENTRALE DESJARDINS, as a Lender
		
	By:	 	 /s/ André Roy

	Name:	 	André Roy
	Title:	 	Director, Corporate Banking
		
	By:	 	 /s/ Dominique Parizeau

	Name:	 	Dominique Parizeau
	Title:	 	Managing Director, Portfolio Management,
		 	 Corporate Banking



 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender
		
	By:	 	 /s/ Robert Grillo

	Name:	 	Robert Grillo
	Title:	 	Director


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	NATIONAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Bruno Lévesque

	Name:	 	Bruno Lévesque
	Title:	 	Managing Director
		
	By:	 	 /s/ Alexandre Bergeron

	Name:	 	Alexandre Bergeron
	Title:	 	Director


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 
			
	NORTHERN TRUST COMPANY, as a Lender
		
	By:	 	 /s/ John C. Canty

	Name:	 	John C. Canty
	Title:	 	Senior Vice President


 AMENDED AND RESTATED CREDIT AGREEMENT 

Lowe’s Companies, Inc. 

Signature Page 







 SCHEDULE 2.01 

COMMITMENTS 
 AND
APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	190,000,000	  	  	 	10.857142857	% 
	 Wells Fargo Bank, National Association
	  	$	190,000,000	  	  	 	10.857142857	% 
	 Goldman Sachs Bank USA
	  	$	190,000,000	  	  	 	10.857142857	% 
	 JPMorgan Chase Bank, N.A.
	  	$	190,000,000	  	  	 	10.857142857	% 
	 SunTrust Bank
	  	$	190,000,000	  	  	 	10.857142857	% 
	 U.S. Bank National Association
	  	$	190,000,000	  	  	 	10.857142857	% 
	 Mizuho Bank, Ltd.
	  	$	110,000,000	  	  	 	6.285714286	% 
	 Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	  	$	75,000,000	  	  	 	4.285714286	% 
	 Bank of Montreal
	  	$	75,000,000	  	  	 	4.285714286	% 
	 Branch Banking and Trust Company
	  	$	75,000,000	  	  	 	4.285714286	% 
	 Royal Bank of Canada
	  	$	75,000,000	  	  	 	4.285714286	% 
	 Australia and New Zealand Banking Group Limited
	  	$	50,000,000	  	  	 	2.857142857	% 
	 Caisse Centrale Desjardins
	  	$	50,000,000	  	  	 	2.857142857	% 
	 National Bank of Canada
	  	$	50,000,000	  	  	 	2.857142857	% 
	 Northern Trust Company
	  	$	50,000,000	  	  	 	2.857142857	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,750,000,000	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 








 SCHEDULE 7.03 

EXISTING SUBSIDIARY INDEBTEDNESS1 

 

													
	 Type of Debt
	  	Location	 	  	Subsidiary	 	  	Balance as of 11/1/16
($ in Thousands)	 
	 Letters of Credit
	  	 	Various	  	  	 	Various	  	  	$	46,773	  
	 Mortgage Notes
	  	 	Various	  	  	 	Various	  	  	$	9,500	  
	 Surety Bonds
	  	 	Various	  	  	 	Various	  	  	$	310,144	  
		  				  				  	  
	  
	 
		  				  				  	$	366,417	  

  
  

	1 	For reference purposes only, the Indebtedness described in this Schedule 7.03 only sets forth certain Indebtedness outstanding as of November 1, 2016 that is not of the types described in Section 7.03(a), (c), (d), (e)
and (f). 








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 

BORROWER 
 LOWE’S COMPANIES, INC. 

1000 Lowe’s Boulevard, NB4TIR 
 Mooresville, NC 28117

 Attention:       Tiffany Mason, Senior Vice President, Corporate Planning & Treasurer 

Telephone:     704-758-2033 

Telecopier:     704-757-0576 
 E- Mail:
         tiffany.l.mason@lowes.com 
 Website Address: www.lowes.com 

U.S. Taxpayer Identification Number: 
 ADMINISTRATIVE AGENT
and SWING LINE LENDER 
 BANK OF AMERICA, N.A. 

Administrative Agent’s and Swing Line Lender’s Office: 

(For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings): 

Bank of America, N.A. 
 Mail Code: TX1-492-14-11 

901 Main Street 
 Dallas, TX 75202 

Attention:       Eldred Sholars 

Telephone:     972-338-3811 
 Telecopier:
    214-290-9485 
 E- Mail:          eldred.sholars@baml.com 

Remittance Instructions: 
 (See form of
Administrative Questionnaire for FX payment instructions) 
 Bank of America, N.A. 

New York, NY 
 ABA
No.:          
 Account No.:     

Name:                

Reference:         







 Other Notices as Administrative Agent: 

(For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc) 

Bank of America – Gateway Village 
 900 West Trade Street

 Mail Code: NC1-026-06-03 
 Charlotte, NC 28255-0001 

Attention:       Darleen R. DiGrazia 

Telephone:     980-388-5001 
 Telecopier:
    704-409-0645 
 E- Mail:          darleen.r.digrazia@baml.com 

L/C ISSUERS: 
 BANK OF AMERICA, N.A. 

(For fee payments due LC Issuer only and new LC requests and amendments): 

Bank of America, N.A. - Trade Operations 
 1 Fleet Way

Mail Code: PA6-580-02-30 
 Scranton, PA 18507 

Telecopier:     800-755-8743 
 E- Mail:
         scranton_standby_LC@bankofamerica.com 
 Remittance Instructions: 

Bank of America, N.A. 
 New York, NY 

ABA No.:           

Account No.:      
 Account:
           
 Reference:         

WELLS FARGO BANK, NATIONAL ASSOCIATION 
 (For fee
payments due LC Issuer only and new LC requests and amendments): 
 Wells Fargo Bank, National Association 

One South Broad Street, 8th Floor 
 MAC Y1375-083 

Philadelphia, PA 19107 
 Attention:
      Stacy Shegda 
 Telephone:     267-321-6626 

Facsimile:      267-321-6700 
 E-
Mail:         stacy.shegda@wellsfargo.com 







 Remittance Instructions: 

WIRE THROUGH THE FEDERAL RESERVE BANK TO: 
 WELLS FARGO BANK, N.A.

 ABA No.:           

Account No.:      
 Attention:
          
 Reference:          







 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:                     ,
         
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 23, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Lowe’s Companies, Inc., a North Carolina corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 

The undersigned hereby requests (select one): 
  

									
	☐	  	A Borrowing of Committed Loans	  	☐	  	A conversion or continuation of Committed Loans	  	


  

	 	1.	On ____________________ (a Business Day). 

  

	 	2.	In the amount of $____________________. 

  

	 	3.	Comprised of ______________________________. 


                          
              [Type of Committed Loan requested] 
  

	 	4.	In the following currency: ________________________ 

  

	 	5.	For Eurodollar Rate Loans: with an Interest Period of                      months. 


The Committed Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement.

  

			
	LOWE’S COMPANIES, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  

  
 A-1 

Form of Committed Loan Notice 








 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 

Date:                     ,
         
  

	To:	Bank of America, N.A., as Swing Line Lender 


	    	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 23, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Lowe’s Companies, Inc., a North Carolina corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 

The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On ____________________ (a Business Day). 

  

	 	2.	In the amount of $_______________. 

 The Swing Line Borrowing requested herein complies with
the requirements of the proviso to the first sentence of Section 2.05(a) of the Agreement. 
  

			
	LOWE’S COMPANIES, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
 B-1 

Form of Swing Line Loan Notice 








 EXHIBIT C 

FORM OF NOTE 
  

                       
          
 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby
promises to pay to                                  or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement,
dated as of November 23, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower,
the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 
 The
Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise
provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is one of the Notes referred to in the Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note. 

  
 C-1 

Form of Note 








 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA. 
  

			
	LOWE’S COMPANIES, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
 C-2 

Form of Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	 Type of

Loan Made
	  	 Amount of
Loan Made
	  	 End of

Interest
 Period
	  	 Amount of
Principal or
Interest
Paid
This Date
	  	 Outstanding
Principal

Balance This
Date
	  	 Notation
Made By



 

  
 C-3 

Form of Note 








 EXHIBIT D 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                                    ,
         
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 23, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Lowe’s Companies, Inc., a North Carolina corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                                         
                of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the
Borrower, and that: 
 [Use following paragraph 1 for fiscal year-end financial statements] 

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for
the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 

[Use following paragraph 1 for fiscal quarter-end financial statements] 

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the
fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and
for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 
 2. The undersigned has reviewed and is
familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the
attached financial statements. 
 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision
of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 

  
 D-1 

Form of Compliance Certificate 








 [select one:] 

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the
Loan Documents applicable to it, and no Default has occurred and is continuing.] 
 —or— 

[to the best knowledge of the undersigned during such fiscal period, the following covenants or conditions have not been performed or
observed and the following is a list of each such Default and its nature and status:] 
 4. The representations and warranties of the
Borrower contained in Article V (other than in Sections 5.05(c), 5.06, 5.10, 5.11 and 5.14) of the Agreement, and any representations and warranties of the Borrower that are contained in any document
furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, 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 Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer
to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered. 

5. [Since the date of the most recently delivered Compliance Certificate, there have been no changes in GAAP that affect the computation of
any financial ratio or requirement contained in the Agreement.] [Since the date of the most recently delivered Compliance Certificate, there have occurred the following changes in GAAP, which affect the computation of a financial ratio or
requirement of the Agreement in the following
manner:                                        
                 .] 
 6. The financial covenant
analysis and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate. 

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of
                                    ,
                    . 
  

			
	LOWE’S COMPANIES, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
 D-2 

Form of Compliance Certificate 








 For the Measurement Period beginning
                    ,          and ended
                    ,         

SCHEDULE 2 
 to the
Compliance Certificate 
 ($ in 000’s) 
  

							
	I.	  	Section 7.07 – Consolidated Adjusted Funded Debt to Consolidated EBITDAR	  	
			
	A.    	  	Consolidated Adjusted Funded Debt as of the end of the applicable Measurement Period:	  	$_____
				
		  	(i)	  	Consolidated Funded Debt	  	$_____
				
		  	(ii)	  	Debt Equivalent of Operating Leases	  	$_____
			
	B.	  	Consolidated EBITDAR for the applicable Measurement Period (sum of I.B(i) through I.B(xii) less I.B(xiii) less I.B (xiv))	  	$_____
				
		  	(i)	  	Consolidated Net Income	  	$_____
				
		  	(ii)	  	Provision for income taxes	  	$_____
				
		  	(iii)	  	Interest net	  	$_____
				
		  	(iv)	  	Depreciation and Amortization expenses	  	$_____
				
		  	(v)	  	Extraordinary, non-recurring or unusual non-cash charges or losses of the Borrower and its Subsidiaries incurred or charged	  	$_____
				
		  	(vi)	  	Non-cash charges of the Borrower and its Subsidiaries incurred or charged	  	$_____
				
		  	(vii)	  	Non-cash losses arising from the sale of assets other than in the ordinary course of business of the Borrower and its Subsidiaries incurred or charged	  	$_____
				
		  	(viii)	  	Actual transaction expenses or related costs paid in cash in connection with (1) permitted acquisitions or investments and (2) store closings (subject to the limitations set forth in the definition of “Consolidated
EBITDAR” in Section 1.01 of the Credit Agreement”)2	  	$_____
				
		  	(ix)	  	Extraordinary, non-recurring or unusual cash charges or losses of the Borrower or its Subsidiaries (subject to the limitations set forth in the definition of “Consolidated EBITDAR” in Section 1.01 of the Credit
Agreement”)1	  	$_____

  

	2 	Not to exceed, in the aggregate for clauses (viii), (ix) and (x), $200,000,000 during any Measurement Period. 


  
 D-3 

Form of Compliance Certificate 









							
				
	            	  	(x)	  	Cash losses arising from the sale of assets other than in the ordinary course of business (subject to the limitations set forth in the definition of “Consolidated EBITDAR” in Section 1.01 of the Credit
Agreement”)1	  	$_____
				
		  	(xi)	  	Stock based compensation expense	  	$_____
				
		  	(xii)	  	Rental payments made or required to be made	  	$_____
				
		  	(xiii)	  	Extraordinary, non-recurring or unusual non-cash income or gains increasing Consolidated Net Income of or by the Borrower and its Subsidiaries (the extent included in calculating such Consolidated Net Income)	  	$_____
				
		  	(xiv)	  	Non-cash gains arising from the sale of assets other than in the ordinary course of business increasing Consolidated Net Income of or by the Borrower and its Subsidiaries (the extent included in calculating such Consolidated Net
Income)	  	$_____
			
	C.	  	Ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDAR (Line I.A ÷ Line I.B as calculated above)	  	_____ to 1
			
		  	Required: Not greater than 4.00 to 1.00	  	


  
 D-4 

Form of Compliance Certificate 








 EXHIBIT E 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignor][the Assignors][the Assignee][the
Assignees]5 hereunder are several and not joint.]6 Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed
consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations
in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities7) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an]
“Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 

 

	3 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose
the second bracketed language. 


	4 	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the
second bracketed language. 


	5 	Select as appropriate. 


	6 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 


	7 	Include all applicable subfacilities. 


  
 E-1 

Form of Assignment and Assumption 









							
				
	1.  	  	Assignor[s]:	  	 	  	
		  		  	 	  	
				
	2.	  	Assignee[s]:	  	 	  	
		  		  	 	  	
		  		  	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
		
	3.	  	Borrower[s]: Lowe’s Companies, Inc.
		
	4.	  	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement
		
	5.	  	Credit Agreement: Amended and Restated Credit Agreement, dated as of November 23, 2016, among Lowe’s Companies, Inc., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, an L/C Issuer, and Swing Line Lender
		
	6.	  	Assigned Interest[s]:

  

																					
	 Assignor[s]8
	  	Assignee[s]9	 	  	Aggregate
Amount of
Commitment
for all Lenders10	 	  	Amount of
Commitment
Assigned	 	  	Percentage
Assigned of
Commitment11	 	 	CUSIP
Number	 
		  				  	$	___________	  	  	$	___________	  	  	 	____________	% 	 			
		  				  	$	___________	  	  	$	___________	  	  	 	____________	% 	 			
		  				  	$	___________	  	  	$	___________	  	  	 	____________	% 	 			

  

	[7.	Trade Date: __________________] 12 

 Effective
Date:                     , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION
OF TRANSFER IN THE REGISTER THEREFOR.] 
  

	8 	List each Assignor, as appropriate. 


	9 	List each Assignee, as appropriate. 


	10 	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.



	11 	Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 


	12 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


  
 E-2 

Form of Assignment and Assumption 








 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


  

			
	[Consented to and] 13 Accepted:
	
	BANK OF AMERICA, N.A., as
	    Administrative Agent
		
	By:	 	  

		 	Title:
	
	[Consented to:]
	
	 [LOWE’S COMPANIES, INC.]

	 [L/C ISSUER]

	 [SWING LINE LENDER]
14

		
	By:	 	  

		 	Title:

  

	13 	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	14 	To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. 


  
 E-3 

Form of Assignment and Assumption 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible
Assignee (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either
it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 E-4 

Form of Assignment and Assumption 








 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the
relevant] Assignee for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Assignment
and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of North Carolina. 

  
 E-5 

Form of Assignment and Assumption 








 EXHIBIT F 

FORM OF OPINION 
 See
attached. 

  
 F-1 

Opinion 









							
		 		  		  	 




  

	 November 23, 2016
  
	  	 Moore & Van Allen PLLC
 Attorneys at
Law
  
 Suite 4700

100 North Tryon Street
 Charlotte, NC 28202-4003

 

	To Those on the attached Distribution List	  	 T 704 331 1000
 F 704 331 1159

www.mvalaw.com


 Re: Amended and Restated Credit Agreement 

Ladies and Gentlemen: 
 We have acted as counsel
to Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”), in connection with that certain Amended and Restated Credit Agreement dated as of November 23, 2016 (the “Credit Agreement”) among the Borrower, the
various financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent, letter of credit issuer and swing line lender (the “Agent”) and Wells Fargo Bank, National Association, as letter of credit issuer and
syndication agent, and the transactions and other documents described therein. This opinion letter is delivered to you at the Borrower’s request under Section 4.01(a)(v) of the Credit Agreement. All capitalized terms used in this
opinion letter that are not defined herein have the meanings given to them in the Credit Agreement. 
 In connection with this opinion, we
have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Credit Agreement, the Fee Letters and the Notes, each dated of even date herewith, separately executed in favor of Bank of America, N.A, Branch Banking
and Trust Company, Bank of Montreal and Australia and New Zealand Banking Group Limited (collectively, the “Loan Documents”). 

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of such other records of the Borrower,
certificates of public officials, officers of the Borrower and other persons, and agreements, instruments and other documents, and have made such other investigation, as we have deemed necessary as a basis for the opinions expressed below. As
to various questions of fact material to our opinion, we have relied upon, and assumed without independent investigation the accuracy of, the representations made by the parties to the Loan Documents (other than those which are expressed as our
opinions). 
 In rendering the opinions expressed herein, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. For the purposes of the opinions hereinafter
expressed, we have further assumed (i) the legal capacity of all natural persons executing any 
  

							
		  		  		  	 Charlotte, NC
 Research Triangle Park, NC

Charleston, SC



  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 2 of 8 
  

 Loan Document; (ii) that there is no oral or written statement or agreement, course of performance, course of
dealing or usage of trade that modifies, amends or varies any of the terms of any Loan Document; (iii) that as to factual matters any certificate, representation or other document upon which we have relied and which was given or dated earlier than
the date of this letter, continues to remain accurate, insofar as relevant to the opinions contained herein, from such earlier date through and including the date hereof; (iv) that there has been no mutual mistake of fact, or misrepresentation,
fraud or deceit in connection with the execution, delivery, performance under, or transactions contemplated by, the Loan Documents; (v) due authorization, execution and delivery of the Loan Documents by all parties thereto other than the Borrower,
and that each such document is valid, binding and enforceable against all parties thereto other than the Borrower; (vi) that each of the parties to the Loan Documents other than the Borrower has the power and authority to execute and deliver the
Loan Documents to which it is party, and to perform its obligations thereunder; (vii) that the execution and delivery by the Borrower of the Loan Documents and the performance by the Borrower of its obligations thereunder will not violate any of the
terms, conditions or provisions of any law or regulation (other than any law or regulation of the State of North Carolina or federal law or regulation of the United States), order, writ, injunction or decree of any governmental authority or any
agreement, document or instrument to which the Borrower is a party, by which it or its property is bound or to which it is subject (except we have not made such assumption with respect to agreements or instruments as to which we express our opinion
in paragraph 5(iv) below); (viii) that all parties to the Loan Documents are in material compliance with all applicable laws, rules and regulations governing the conduct of their business with respect to the transactions contemplated by the Loan
Documents; (ix) that with respect to any obligation (including any guaranty) with respect to any “swap” (as defined in the Commodity Exchange Act), the Borrower will be an “eligible contract participant” (as defined in the
Commodity Exchange Act) at the time such obligation is incurred; and (x) that if any party to any Loan Document other than the Borrower seeks to enforce its rights thereunder, such enforcement shall occur only under circumstances which are
consistent with applicable law and provisions of the relevant Loan Document. 
 The opinions set forth herein are limited to matters
governed by the laws of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. We express no opinion concerning any matter respecting or affected by any laws other than
laws that a lawyer admitted to practice law in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Borrower or the transactions contemplated in the Loan Documents. Without
limiting the generality of the foregoing, we express no opinion concerning the following legal issues or the application of any such laws or regulations to the matters on which our opinions are referenced: 

(i) federal and state securities laws and regulations; 

(ii) pension and employee benefit laws and regulations; 

  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 3 of 8 
  

 (iii) federal and state antitrust and unfair competition laws and
regulations, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976; 
 (iv) federal and state
laws and regulations concerning document filing requirements and notice other than Chapter 55 of the North Carolina General Statutes; 

(v) compliance with fiduciary duty requirements; 

(vi) the statutes, administrative decisions, and rules and regulations of county, municipal and special political subdivisions,
whether state-level, regional or otherwise; 
 (vii) fraudulent transfer laws; 

(viii) federal and state environmental laws and regulations; 

(ix) federal and state tax laws and regulations; 

(x) federal and state land use and subdivision laws and regulations; 

(xi) federal patent, copyright and trademark, state trademark, and other federal and state intellectual property laws and
regulations; 
 (xii) federal and state laws, regulations and policies concerning national and local emergency; 

(xiii) state and federal regulatory laws or regulations specifically applicable to any entity solely because of the business in
which it is engaged; 
 (xiv) federal and state laws and regulations concerning the condition of title to any property, the
priority of any lien or security interest or the perfection of a lien or security interest in any property; 
 (xv) laws,
rules and regulations relating to money laundering and terrorist groups, including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA
Patriot Act”), Public Law 107-56, 115 Stat. 380 (October 26, 2001), as amended, Executive Order 13224, the Trading with the Enemy Act, 50 App. U.S.C. 1, et. seq., any
similar or related law and the rules and regulations (temporary or permanent) promulgated under the foregoing or by the Office of Foreign Assets Control of the United States Department of Treasury, as each is amended from time to time; 

(xvi) Federal Reserve Board margin regulations; 

  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 4 of 8 
  

 (xvii) the rules and regulations of the Financial Industry Regulatory
Authority, Inc.; 
 (xviii) the Wall Street Transparency and Accountability Act of 2010, Title VII of the Dodd-Frank Wall
Street Reform and Consumer Protection Act, Public Law No. 111-203, 124 Stat. 1376 (2010) and the rules and regulations issued in connection therewith; or 

(xix) the effectiveness, validity or enforceability of any provision of the Transaction Documents which relates to European
Union Directive 2014/59/EU, the associated EU implementing legislation, or any law or regulation of any relevant member of the European Economic Area which implements such directive. 

Based upon the assumptions set forth above and subject to the limitations and qualifications set forth herein, we are of the opinion that:

 1. Based solely on a certificate of existence issued by the Secretary of State of the State of North Carolina dated
November 16, 2016, the Borrower is a corporation existing under the laws of the State of North Carolina. 
 2. The Borrower
(a) has the corporate power to execute, deliver, and perform its obligations under the Loan Documents, (b) has taken all corporate action necessary to authorize the execution, delivery and performance of the Loan Documents, and (c) has duly executed
and delivered the Loan Documents. 
 3. The Loan Documents are the valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms. 
 4. No governmental approvals, governmental filings or
other governmental actions are required for (a) the execution and delivery of the Loan Documents on behalf of the Borrower or (b) the consummation of the transactions contemplated under the Loan Documents. 

5. The execution and delivery of the Loan Documents and the payment and performance of the Borrower’s obligations under
the Loan Documents do not (i) violate the articles of incorporation or bylaws of the Borrower, (ii) violate any North Carolina statute, rule or regulation or any federal statute, rule or regulation, in each case applicable to the Borrower, (iii)
violate any order, writ, judgment, award, injunction or decree identified to us in the Officer’s Certificate (as defined below) or (iv) constitute a default under any agreement or other document listed on
Schedule 1 (except that we express no opinion with respect to matters which require the performance of a mathematical calculation or the making of a financial or accounting determination), except in each case in the
foregoing subsections (i) through (iv) for such violations or defaults that would not individually or in the aggregate have a Material Adverse Effect.

  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 5 of 8 
  

 6. Based solely on the factual certifications in the officer’s
certificate attached as Schedule 2 (the “Officer’s Certificate”) delivered to our firm in connection with this letter and the representations and warranties in the Loan Documents, the Borrower is not an
“investment company” within the meaning of the Investment Company Act of 1940, as amended. 
 The opinions set forth herein are
subject to the following qualifications: 
 (a) enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally; 

(b) enforcement of the Loan Documents is subject both to general principles of equity and to considerations of public policy,
including the requirement that the parties thereto act with commercial reasonableness and in good faith to the extent required by applicable law, the application of which may deny certain rights and may be applied by a court of proper jurisdiction,
regardless of whether such enforceability is considered in a proceeding in equity or at law. For purposes of this paragraph, the terms “general principles of equity” and “considerations of public policy” may include, but are
not limited to, issues related to the right to or obligation of the appointment of a receiver in certain circumstances; the ability of an entity to appoint an attorney-in-fact; fiduciary obligations of
attorneys-in-fact; the enforceability of usury savings clauses; waiver of procedural, substantive, or constitutional rights; disclaimers or limitations of liability; waiver of defenses; waiver of acceleration rights through historical acceptance of
late payments; the exercise of self-help or other remedies without judicial process; accounting for rent or sale proceeds; requirements of mitigation of damages; and enforcement of default interest provisions; 

(c) the enforceability and availability of certain remedies, rights and waiver provisions may be limited or rendered
ineffective by applicable law, although the inclusion of such provisions does not affect the validity of any Loan Document as a whole, and subject to the other exceptions noted herein, there exist legally adequate remedies for the practical
realization of the principal benefits afforded thereby; 
 (d) we call to your attention that N.C. Gen. Stat.
§ 6-21.2 sets forth the procedures and limitations applicable to the collection of attorneys’ fees and accordingly, any provision in the Loan Documents relating to the ability to collect attorneys’ fees upon default are subject
to those limitations; 

  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 6 of 8 
  

 (e) we express no opinion as to the right to obtain a receiver, which
determination is subject to equitable principles; 
 (f) we express no opinion with respect to any provision of the Loan
Documents providing that the acceptance by any Lender of a past due installment or other performance by a party shall not be deemed a waiver of its right to accelerate the loan or other payment obligation. A North Carolina Court of Appeals has
held that when the holder of a promissory note regularly accepted late payments, such holder is deemed to have waived its right to accelerate the debt because of late payments until it notifies the maker that prompt payments are again
required. Driftwood Manor Investors v. City Federal Savings & Loan Association, 63 N.C. App. 459, 305 S.E. 2d 204 (1983); 

(g) we express no opinion with respect to any provision in the Loan Documents which requires that any amendments or waivers to
the Loan Documents must be in writing; 
 (h) we express no opinion with respect to any consent to venue, jurisdiction or
service of process provisions; 
 (i) we express no opinion with respect to any choice of law provision; 

(j) we express no opinion with respect to any severability provision; 

(k) we express no opinion with respect to any provision in the Loan Documents purporting to require a party to pay or reimburse
attorneys’ fees incurred by another party or to indemnify another party therefor which may be limited by applicable law and public policy; 

(l) we express no opinion with respect to any waiver of the statute of limitations contained in the Loan Documents; 

(m) we express no opinion as to the enforceability of any provision in the Loan Documents that purports to excuse a party for
liability for its own acts; 
 (n) we express no opinion as to the enforceability of any provision in the Loan Documents that
purports to make void any act done in contravention thereof; 
 (o) we express no opinion with respect to any provision
purporting to prohibit, restrict, or condition the assignment of rights to the extent such restriction on assignability is governed by the Uniform Commercial Code; 

(p) we express no opinion as to the enforceability of any provision in the Loan Documents that purports to authorize a party to
act in its sole discretion, that imposes liquidated damages, penalties, late payment charges or an increase in interest rate after default or that relates to evidentiary standards or other standards by which any of the Loan Documents is to be
construed; 

  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 7 of 8 
  

 (q) we express no opinion as to the enforceability of provisions in the Loan
Documents providing for the indemnification of or contribution to a party with respect to such party’s own negligence or willful misconduct or where such indemnification or contribution is otherwise contrary to public policy; 

(r) we express no opinion as to the enforceability of any provision that purports to create rights of setoff otherwise than in
accordance with applicable law; 
 (s) we express no opinion with respect to any guaranty of, or any grant of a security
interest to secure, obligations under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (as defined below) provided by any person or entity that is not an
“eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act (as interpreted by the Commodity Futures Trading Commission in its regulations, rules, orders, letters or other announcements); 

(t) we have made no inquiry as to whether the Borrower is an “eligible contract participant” under the Commodity
Exchange Act (7 U.S.C. Sections 1 et seq.), as amended, and the regulations promulgated thereunder (the “Commodity Exchange Act”), and we express no opinion (i) as to the extent to which the Borrower’s obligations under any Loan
Document might constitute excluded swap obligations, (ii) as to the effect of Section 2(e) of the Commodity Exchange Act (7 U.S.C. § 2) upon the rights or obligations of the parties to the Loan Documents arising under or related to any Loan
Document, and (iii) regarding whether the Borrower will be an “eligible contract participant” as required by Dodd-Frank (as defined below), the Commodity Exchange Act or any other applicable rules or regulations at the time that at the
time such obligations are incurred; 
 (u) we express no opinion as to the enforceability of provisions in the Loan Documents
providing for the waiver of jury trial; and 
 (v) we express no opinion as to the enforceability of any provision intended
to act as a savings clause. 
 Our opinion is rendered solely in connection with the transactions contemplated under the Credit Agreement
and may not be relied upon for any other purpose or in any manner by any Person other than the addressees hereof, except that we hereby consent to reliance hereon by any future assignee (collectively, the “Reliance Parties”) of your rights
and obligations under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 10.06(b) of the Credit Agreement, on the condition and understanding that (i) this opinion letter
speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this opinion letter, to consider its applicability or correctness to any person other than its addressee(s), or to take into account changes in law, facts


  









 
To Those on the attached Distribution List 
 November 23, 2016 

Page 8 of 8 
  

 or any other developments of which we may later become aware, (iii) any such reliance by a Reliance
Party must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the Reliance Party at such time, (iv) in no event shall
any such assignee have any greater rights with respect hereto than did the addressee, and (v) our consent to such reliance shall in no event constitute a reissuance of the opinions expressed herein or otherwise extend any statute of limitations
applicable hereto on the date hereof. Furthermore, all claims of a like nature hereunder may be asserted only in a single proceeding by and through the Agent. 

No copies of this opinion letter may be delivered or furnished to any other party other than a Reliance Party or a prospective Reliance Party,
nor may all or portions of this opinion be quoted, circulated or referred to in any other document without our prior written consent, except that copies of this opinion letter may be provided to any regulatory agency having supervisory authority
over you or a Reliance Party and except that this opinion letter may be used in connection with the assertion of a defense as to which this opinion letter is relevant and necessary or in response to a court order or other legal process. The
opinions expressed in this opinion letter are rendered as of the date hereof and we express no opinion as to, and expressly disclaim any responsibility to advise you of, circumstances or events or change in applicable law that may occur subsequent
to such date. 
 Very truly yours, 

MOORE & VAN ALLEN PLLC 

  








 Distribution List 

Bank of America, N.A. 
 Wells Fargo Bank, National Association

 Goldman Sachs Bank USA 
 JPMorgan Chase Bank, N.A. 

SunTrust Bank 
 U.S. Bank National Association 

Mizuho Bank, Ltd. 
 Banco Bilbao Vizcaya Argentaria, S.A. New York
Branch 
 Bank of Montreal 
 Branch Banking and Trust Company

 Royal Bank of Canada 
 Australia and New Zealand Banking
Group Limited 
 Caisse Centrale Desjardins 
 National Bank of
Canada 
 Northern Trust Company 







 Schedule 1 

Agreements and Instruments that are the subject of the No Conflicts Opinion set forth in Paragraph 5 

 

	1.	$300,000,000 Aggregate Principal Amount of 6.875% Debentures Due 2028. 

  

	2.	$400,000,000 Aggregate Principal Amount of 6.500% Debentures Due 2029. 

  

	3.	$5,000,000 Aggregate Principal Amount of 8.200% Medium Term Notes — Series A Due 2022. 

  

	4.	$5,000,000 Aggregate Principal Amount of 8.190% Medium Term Notes — Series A Due 2022. 

  

	5.	$5,000,000 Aggregate Principal Amount of 8.200% Medium Term Notes — Series A Due 2023. 

  

	6.	$15,000,000 Aggregate Principal Amount of 7.610% Medium Term Notes — Series B Due 2027. 

  

	7.	$10,000,000 Aggregate Principal Amount of 7.590% Medium Term Notes — Series B Due 2027. 

  

	8.	$10,000,000 Aggregate Principal Amount of 7.590% Medium Term Notes — Series B Due 2027. 

  

	9.	$8,000,000 Aggregate Principal Amount of 7.580% Medium Term Notes — Series B Due 2027. 

  

	10.	$75,000,000 Aggregate Principal Amount of 7.200% Medium Term Notes — Series B Due 2027. 

  

	11.	$100,000,000 Aggregate Principal Amount of 7.110% Medium Term Notes — Series B Due 2037. 

  

	12.	$500,000,000 Aggregate Principal Amount of 1.625% Senior Notes Due 2017. 

  

	13.	$250,000,000 Aggregate Principal Amount of 6.100% Senior Notes Due 2017. 

  

	14.	$250,000,000 Aggregate Principal Amount of Floating Rate Senior Notes Due 2018. 

  

	15.	$450,000,000 Aggregate Principal Amount of Floating Rate Senior Notes Due 2019. 

  

	16.	$250,000,000 Aggregate Principal Amount of Floating Rate Senior Notes Due 2019. 

  

	17.	$350,000,000 Aggregate Principal Amount of 1.150% Senior Notes Due 2019. 

  

	18.	$500,000,000 Aggregate Principal Amount of 4.625% Senior Notes Due 2020. 

  

	19.	$525,000,000 Aggregate Principal Amount of 3.750% Senior Notes Due 2021. 

  

	20.	$500,000,000 Aggregate Principal Amount of 3.800% Senior Notes Due 2021. 

  

	21.	$750,000,000 Aggregate Principal Amount of 3.120% Senior Notes Due 2022. 

  

	22.	$500,000,000 Aggregate Principal Amount of 3.875% Senior Notes Due 2023. 

  

	23.	$450,000,000 Aggregate Principal Amount of 3.125% Senior Notes Due 2024. 









	24.	$750,000,000 Aggregate Principal Amount of 3.375% Senior Notes Due 2025. 

  

	25.	$1,350,000,000 Aggregate Principal Amount of 2.500% Senior Notes Due 2026. 

  

	26.	$500,000,000 Aggregate Principal Amount of 5.500% Senior Notes Due 2035. 

  

	27.	$450,000,000 Aggregate Principal Amount of 5.800% Senior Notes Due 2036. 

  

	28.	$500,000,000 Aggregate Principal Amount of 6.650% Senior Notes Due 2037. 

  

	29.	$500,000,000 Aggregate Principal Amount of 5.800% Senior Notes Due 2040. 

  

	30.	$500,000,000 Aggregate Principal Amount of 5.125% Senior Notes Due 2041. 

  

	31.	$750,000,000 Aggregate Principal Amount of 4.650% Senior Notes Due 2042. 

  

	32.	$500,000,000 Aggregate Principal Amount of 5.000% Senior Notes Due 2043. 

  

	33.	$350,000,000 Aggregate Principal Amount of 4.250% Senior Notes Due 2044. 

  

	34.	$750,000,000 Aggregate Principal Amount of 4.375% Senior Notes Due 2045. 

  

	35.	$1,350,000,000 Aggregate Principal Amount of 3.700% Senior Notes Due 2046. 








 Schedule 2 

OFFICER’S CERTIFICATE 

November 23, 2016 
 The
undersigned, being the duly elected and acting Vice President, Finance and Treasurer of Lowe’s Companies, Inc., a North Carolina corporation (“Lowe’s”), does hereby certify to Moore & Van Allen PLLC as follows: 

1. As Vice President, Finance and Treasurer of Lowe’s, I am familiar with the business and affairs of Lowe’s and its affiliates and
with the proceedings taken in connection with the transactions contemplated by the Amended and Restated Credit Agreement dated as of November 23, 2016 (the “Credit Agreement”) among Lowe’s, the various financial institutions
party thereto as lenders, Bank of America, N.A., as administrative agent, L/C issuer and swing line lender and Wells Fargo Bank, National Association, as L/C issuer and syndication agent, and the transactions and other documents described
therein. I have either personal knowledge of the matters and things hereinbelow set forth or have obtained the information with respect thereto from officers and employees of Lowe’s in whom I have confidence and whose duties require them
to have personal knowledge thereof. All capitalized terms used, but not defined herein, shall have the meanings given to such terms in the Credit Agreement. “Loan Documents” shall mean the Credit Agreement, the Fee Letters and
the Notes. 
 2. I am familiar with the terms of the Credit Agreement and the other Loan Documents and make this certificate with the intent
that it shall be relied upon by Moore & Van Allen PLLC as a basis for its opinion to be rendered with respect to the transactions contemplated by the Credit Agreement. 

3. Lowe’s is not an entity which (a) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business
of investing, reinvesting or trading in securities; (b) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or
(c) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire “investment securities” having a value exceeding 40 per centum of the value of its
total assets (exclusive of government securities and cash items) on an unconsolidated basis. As used in this paragraph, “investment securities” includes all securities except (i) government securities, (ii) securities issued by
employees’ securities companies, and (iii) securities issued by majority-owned subsidiaries of the owner which are not investment companies. As used in this paragraph, “government securities” means any security issued or
guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or
any certificate of deposit for any of the foregoing.







 4. None of the proceeds under the Credit Agreement will be used for the purpose (whether
immediate, incidental, or ultimate) of purchasing or carrying “margin stock” or for the purpose of maintaining, reducing or retiring indebtedness used for the purpose of purchasing or carrying margin stock. As used herein,
“margin stock” means: 
 (i) any equity security registered or having unlisted trading privileges on a national
securities exchange; 
 (ii) any equity security not traded on a national securities exchange but as to which the Federal
Reserve Board has determined to have the degree of national investor interest, the depth and breadth of market, the availability of information respecting the security and its issuer, and the permanence of the issuer to warrant being treated like an
equity security traded on a national securities exchange and which has been further identified by publications by the Federal Reserve Board as an “OTC margin stock”; 

(iii) any OTC security designated as qualified for trading in the National Market Systems under a designation plan approved by
the Securities and Exchange Commission; 
 (iv) any debt security convertible into a margin stock or carrying a warrant or
right to subscribe to or purchase a margin stock; 
 (v) any warrant or right to subscribe to or purchase a margin stock; or

 (vi) any security issued by an investment company registered under Section 8 of the Investment Company Act of 1940. 

5. To my knowledge, there is no order, writ, judgment, award, injunction or decree that names Lowe’s or is specifically directed to
Lowe’s or its properties. 
 [remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the undersigned has duly executed this Officer’s Certificate on behalf
of Lowe’s as of the date first above written. 
  

			
	LOWE’S COMPANIES, INC.
		
	By:	 	  

	Name:	 	Tiffany L. Mason
	Title:	 	Senior Vice President, Corporate Finance
		 	and Treasurer









 EXHIBIT G 

FORM OF LETTERS OF CREDIT REPORT 
 To:
Bank of America, N.A., as Administrative Agent 
 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 23, 2016 (the “Agreement”) among
Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. All capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. 
 This report is being
delivered pursuant to Section 2.04(l) of the Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. 

 

																	
	 L/C No.
	 	 Maximum
Face Amount
	 	 Current

Face
 Amount
	  	 Beneficiary
Name
	  	 Issuance
Date
	  	 Expiry
Date
	  	 Auto
Renewal
	  	 Date of
Amendment
	  	 Amount of
Amendment



 
  
  

			
	 [APPLICABLE L/C ISSUER]

		
	 By:
	 	  

	 Name:
	 	  

	Title:	 	  



  

  
 G-1 

Form of Letters of Credit Report 








 EXHIBIT H-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of November 23, 2016 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender.
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S.
Person status on IRS Form W-8BEN, IRS Form W-8BEN-E or any successor form. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the
Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 Date:
                    ,             


  

  
 H-1 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT H-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of November 23, 2016 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender.
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is
not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN, IRS Form
W-8BEN-E or any successor form. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 Date:
                    ,             



  
 H-2 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT H-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of November 23, 2016 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender.
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii)
with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a
controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, IRS Form W-8BEN-E or any successor form or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN, IRS Form W-8BEN-E or any successor form from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 Date:
                    ,             


  

  
 H-3 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT H-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of November 23, 2016 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender.
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect
partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a
ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, IRS Form W-8BEN-E or any successor form or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN, IRS Form W-8BEN-E or
any successor form from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 Date:
                    ,             


  

  
 H-4 

Form of U.S. Tax Compliance Certificate