$1,350,000,000 Credit Agreement dated as of May 9, 2012



 Exhibit 10.1 
 EXECUTION COPY 
  
  

 
  
 $1,350,000,000 
 CREDIT AGREEMENT 

among 
 ZIMMER
HOLDINGS, INC., 
 ZIMMER K.K., 
 ZIMMER INVESTMENT LUXEMBOURG SARL, 
 THE BORROWING SUBSIDIARIES, 

THE LENDERS NAMED HEREIN, 
 JPMORGAN CHASE BANK, N.A., as General Administrative Agent, 
 JPMORGAN CHASE BANK,
N.A., TOKYO BRANCH, as Japanese Administrative Agent, 
 and 

J.P. MORGAN EUROPE LIMITED, as European Administrative Agent, 
 Dated as of May 9, 2012 
  

 
  

J.P. Morgan Securities LLC, 
 Credit Suisse Securities (USA) LLC, 
 BNP Paribas Securities Corp., 

Citigroup Global Markets Inc., 
 Goldman Sachs Lending Partners LLC, 
 HSBC Bank USA, N.A., 

Merrill Lynch, Pierce, Fenner & Smith Incorporated, 
 RBC Capital Markets, 
 RBS Securities Inc. 

and The Bank of Tokyo-Mitsubishi UFJ, Ltd., 
 as Joint Lead Arrangers and Joint Book Managers, 
 Credit Suisse AG, 

as Syndication Agent, 
 and 
 Bank of America, N.A., BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA,
HSBC Bank USA, N.A., Royal Bank of Canada, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and The Royal Bank of Scotland plc, as Documentation Agents 







 TABLE OF CONTENTS 

 

							
	ARTICLE I	  			
		
	Definitions	  			
			
	SECTION 1.01.	 	 Defined Terms
	  	 	1	  
	SECTION 1.02.	 	 Classification of Loans and Borrowings
	  	 	24	  
	SECTION 1.03.	 	 Terms Generally
	  	 	24	  
	SECTION 1.04.	 	 Accounting Terms, GAAP
	  	 	25	  
		
	ARTICLE II	  			
		
	Amount and Terms of the Commitments	  			
			
	SECTION 2.01.	 	 Commitments
	  	 	25	  
	SECTION 2.02.	 	 Loans and Borrowings
	  	 	26	  
	SECTION 2.03.	 	 Requests for Borrowings
	  	 	27	  
	SECTION 2.04.	 	 Borrowing Subsidiaries
	  	 	28	  
	SECTION 2.05.	 	 Extension of Maturity Date
	  	 	29	  
		
	ARTICLE III	  			
		
	Competitive Bid Loans	  			
			
	SECTION 3.01.	 	 Competitive Bid Procedure
	  	 	30	  
		
	ARTICLE IV	  			
		
	Letters of Credit	  			
			
	SECTION 4.01.	 	 Letters of Credit
	  	 	32	  
		
	ARTICLE V	  			
		
	Swingline Loans	  			
			
	SECTION 5.01.	 	 Swingline Loans
	  	 	36	  


  
 i 









							
		
	ARTICLE VI	  			
		
	General Provisions Applicable to Loans	  			
			
	SECTION 6.01.	 	 Funding of Borrowings
	  	 	38	  
	SECTION 6.02.	 	 Interest Elections
	  	 	39	  
	SECTION 6.03.	 	 Termination and Reduction of Commitments
	  	 	40	  
	SECTION 6.04.	 	 Repayment of Loans; Evidence of Debt
	  	 	40	  
	SECTION 6.05.	 	 Increase in Commitments
	  	 	41	  
	SECTION 6.06.	 	 Prepayment of Loans
	  	 	42	  
	SECTION 6.07.	 	 Fees
	  	 	44	  
	SECTION 6.08.	 	 Interest
	  	 	45	  
	SECTION 6.09.	 	 Alternate Rate of Interest
	  	 	46	  
	SECTION 6.10.	 	 Increased Costs
	  	 	47	  
	SECTION 6.11.	 	 Break Funding Payments
	  	 	48	  
	SECTION 6.12.	 	 Taxes
	  	 	49	  
	SECTION 6.13.	 	 Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	  	 	52	  
	SECTION 6.14.	 	 Mitigation Obligations; Replacement of Lenders
	  	 	54	  
	SECTION 6.15.	 	 Defaulting Lenders
	  	 	55	  
		
	ARTICLE VII	  			
		
	Representations and Warranties	  			
			
	SECTION 7.01.	 	 Organization; Powers
	  	 	56	  
	SECTION 7.02.	 	 Authorization
	  	 	57	  
	SECTION 7.03.	 	 Enforceability
	  	 	57	  
	SECTION 7.04.	 	 Governmental Approvals
	  	 	57	  
	SECTION 7.05.	 	 Financial Statements; No Material Adverse Effect
	  	 	57	  
	SECTION 7.06.	 	 Litigation, Compliance with Laws
	  	 	58	  
	SECTION 7.07.	 	 Federal Reserve Regulations
	  	 	58	  
	SECTION 7.08.	 	 Taxes
	  	 	58	  
	SECTION 7.09.	 	 Employee Benefit Plans
	  	 	58	  
	SECTION 7.10.	 	 Environmental and Safety Matters
	  	 	58	  
	SECTION 7.11.	 	 Properties
	  	 	59	  
	SECTION 7.12.	 	 Investment Company Status
	  	 	59	  
	SECTION 7.13.	 	 Boryokudan
	  	 	59	  
		
	ARTICLE VIII	  			
		
	Conditions	  			
			
	SECTION 8.01.	 	 Effective Date
	  	 	60	  
	SECTION 8.02.	 	 Conditions to All Other Extensions of Credit
	  	 	61	  
	SECTION 8.03.	 	 Initial Borrowing by Each Borrowing Subsidiary
	  	 	61	  


  
 ii 










							
		
	ARTICLE IX	  			
		
	Affirmative Covenants	  			
			
	SECTION 9.01.	 	 Existence
	  	 	62	  
	SECTION 9.02.	 	 Business and Properties
	  	 	62	  
	SECTION 9.03.	 	 Financial Statements, Reports, Etc.
	  	 	62	  
	SECTION 9.04.	 	 Insurance
	  	 	63	  
	SECTION 9.05.	 	 Obligations and Taxes
	  	 	63	  
	SECTION 9.06.	 	 Litigation and Other Notices
	  	 	63	  
	SECTION 9.07.	 	 Books and Records
	  	 	64	  
	SECTION 9.08.	 	 Use of Proceeds
	  	 	64	  
		
	ARTICLE X	  			
		
	Negative Covenants	  			
			
	SECTION 10.01.	 	 Consolidations, Mergers, and Sales of Assets
	  	 	64	  
	SECTION 10.02.	 	 Liens
	  	 	65	  
	SECTION 10.03.	 	 Limitation on Sale and Leaseback Transactions
	  	 	66	  
	SECTION 10.04.	 	 Financial Condition Covenant
	  	 	67	  
	SECTION 10.05.	 	 Indebtedness
	  	 	67	  
	SECTION 10.06.	 	 Transactions with Affiliates
	  	 	67	  
	SECTION 10.07.	 	 Restricted Payments
	  	 	67	  
	SECTION 10.08.	 	 Investments
	  	 	67	  
	SECTION 10.09.	 	 Boryokudan
	  	 	68	  
		
	ARTICLE XI	  			
		
	Events of Default	  			
		
	ARTICLE XII	  			
		
	The Administrative Agents	  			
		
	ARTICLE XIII	  			
		
	Miscellaneous	  			
			
	SECTION 13.01.	 	 Notices
	  	 	74	  
	SECTION 13.02.	 	 Survival of Agreement
	  	 	76	  
	SECTION 13.03.	 	 Binding Effect
	  	 	76	  


  
 iii










							
	SECTION 13.04.	 	 Successors and Assigns
	  	 	76	  
	SECTION 13.05.	 	 Expenses, Indemnity
	  	 	80	  
	SECTION 13.06.	 	 Applicable Law
	  	 	81	  
	SECTION 13.07.	 	 Waivers, Amendment
	  	 	81	  
	SECTION 13.08.	 	 Entire Agreement
	  	 	82	  
	SECTION 13.09.	 	 Severability
	  	 	82	  
	SECTION 13.10.	 	 Counterparts
	  	 	82	  
	SECTION 13.11.	 	 Headings
	  	 	82	  
	SECTION 13.12.	 	 Right of Setoff
	  	 	82	  
	SECTION 13.13.	 	 Jurisdiction: Consent to Service of Process
	  	 	83	  
	SECTION 13.14.	 	 WAIVER OF JURY TRIAL
	  	 	83	  
	SECTION 13.15.	 	 Conversion of Currencies
	  	 	84	  
	SECTION 13.16.	 	 Guaranty
	  	 	84	  
	SECTION 13.17.	 	 CAM Exchange
	  	 	86	  
	SECTION 13.18.	 	 Letters of Credit
	  	 	87	  
	SECTION 13.19.	 	 Confidentiality
	  	 	87	  
	SECTION 13.20.	 	 USA PATRIOT Act Notice
	  	 	88	  
	SECTION 13.21.	 	 No Fiduciary Relationship
	  	 	88	  

  

			
	SCHEDULES:	  	
		
	Schedule 2.01	  	Commitments
	Schedule 4.01	  	Existing Letters of Credit
	Schedule 10.02	  	Existing Liens
	Schedule 10.06	  	Transactions with Affiliates
		
	EXHIBITS:	  	
		
	Exhibit A-1	  	Form of Competitive Bid Request
	Exhibit A-2	  	Form of Notice of Competitive Bid Request
	Exhibit A-3	  	Form of Competitive Bid
	Exhibit A-4	  	Form of Competitive Bid Accept/Reject Letter
	Exhibit A-5	  	Form of Borrowing Request
	Exhibit B	  	Form of Assignment and Acceptance
	Exhibit C	  	Form of Opinion of Faegre Baker Daniels LLP
	Exhibit D	  	Form of Administrative Questionnaire
	Exhibit E	  	Form of Borrowing Subsidiary Agreement
	Exhibit F	  	Form of Borrowing Subsidiary Termination
	Exhibit G	  	Additional Cost
	Exhibit H	  	Form of Maturity Date Extension Request


  
 iv 









 CREDIT AGREEMENT (the “Agreement”) dated as of May 9,
2012, among ZIMMER HOLDINGS, INC., a Delaware corporation (the “Company”), ZIMMER K.K., a company organized under the laws of Japan (the “Japanese Borrower”), ZIMMER INVESTMENT LUXEMBOURG SARL, a company organized
under the laws of Luxembourg, inclusive of its Winterthur Branch (the “Luxembourg Borrower”), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), JPMORGAN CHASE BANK, N.A., as administrative agent for
the Lenders (in such capacity, the “General Administrative Agent”), JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such capacity, the “Japanese Administrative Agent”),
and J.P. MORGAN EUROPE LIMITED, as administrative agent for the European Lenders (in such capacity, the “European Administrative Agent”). 
 The parties hereto agree as follows: 
 ARTICLE I 

Definitions 
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate. 
 “Additional Cost” shall mean, in relation to any Borrowing denominated in Sterling for
any Interest Period, the cost as calculated by the European Administrative Agent in accordance with Exhibit G imputed to each Multicurrency Lender of compliance with the mandatory liquid assets requirements of the Bank of England during that
Interest Period, expressed as a percentage. 
 “Adjusted Eurocurrency Rate” shall mean, with respect to any
Eurocurrency Borrowing for any Interest Period (or, solely for purposes of clause (c) of the defined term “Alternate Base Rate”, for purposes of determining the Alternate Base Rate as of any date), an interest rate per annum equal to
(a) if such Eurocurrency Borrowing is denominated in a Currency other than Sterling, (i) the applicable Eurocurrency Rate for such currency in effect for such Interest Period divided by (ii) one minus the Eurocurrency Reserve
Requirements, and (b) if such Eurocurrency Borrowing is denominated in Sterling, the applicable Eurocurrency Rate in effect for such Interest Period plus Additional Cost. 

  
 1 








 “Administrative Agents” shall mean the collective reference to the General
Administrative Agent, the Japanese Administrative Agent and the European Administrative Agent; each, individually, an “Administrative Agent”. 
 “Administrative Fees” shall have the meaning assigned to such term in Section 6.07(b). 
 “Administrative Questionnaire” shall mean an administrative questionnaire delivered by a Lender pursuant to Section 13.04 in the form of Exhibit D. 

“Advance Agent” shall mean JPMCB, as competitive advance facility agent. 

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly,
Controls or is Controlled by or is under common Control with the Person specified. 
 “Alternate Base Rate”
shall mean for any day, a rate per annum equal to the greatest of (a) the rate of interest per annum publicly announced from time to time by JPMCB as its base rate in effect on such day at its principal office in New York City (each change
in such base rate shall be effective from and including the date such change is publicly announced), (b) 1/2 of one percent above the Federal Funds Effective Rate in effect on such day and (c) one percent above the Adjusted Eurocurrency
Rate in effect on such day (or, if such day is not a Business Day, the immediately preceding Business Day) for a Eurocurrency Borrowing denominated in Dollars with a one-month Interest Period commencing two Business Days after such day. If for any
reason JPMCB shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate specified in clause (b) or the Adjusted Eurocurrency Rate specified in clause
(c) of the first sentence of this definition, for any reason, including, without limitation, the inability or failure of JPMCB to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (b) or (c), as the case may be, of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate shall be effective on the effective
date of any change in such rate. 
 “Alternate Currency” shall mean (i) each Committed Currency and
(ii) Japanese Yen. 
 “Applicable Administrative Agent” shall mean, (a) with respect to a Loan or
Borrowing denominated in Dollars, and with respect to any payment hereunder that does not relate to a particular Loan or Borrowing, the General Administrative Agent, (b) with respect to a Borrowing denominated in Japanese Yen, the Japanese
Administrative Agent, (c) with respect to a Borrowing denominated in a Committed Currency, the European Administrative Agent and (d) with respect to a Competitive Borrowing, the Advance Agent. 

“Applicable Margin” shall mean, for each Loan, the applicable rate per annum determined pursuant to the Pricing Grid.


  
 2 








 “Applicable Percentage” shall mean, with respect to any Lender, the
percentage of the total Commitments represented by such Lender’s Commitments. If the Commitments have terminated or expired, “Applicable Percentage” shall mean, with respect to any Lender, the percentage of the aggregate
outstanding principal amount of the Revolving Credit Exposures and Competitive Loans represented by the aggregate outstanding principal amount of such Lender’s Revolving Credit Exposures and Competitive Loans. 

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers or manages a Lender. 
 “Arrangers” shall mean J.P. Morgan Securities LLC, Credit Suisse Securities
(USA) LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs Lending Partners LLC, HSBC Bank USA, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, RBS Securities Inc. and The Bank of
Tokyo-Mitsubishi UFJ, Ltd. 
 “Assignment and Acceptance” shall mean an assignment and acceptance entered into
by a Lender and an Eligible Assignee in the form of Exhibit B, or such other form as shall be approved by the General Administrative Agent. 
 “Bankruptcy Event” shall mean, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the General Administrative Agent, has taken any
action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of
any ownership interest, in such Person by a Governmental Authority so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Basis Point” shall mean 1/100th of 1%. 
 “Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America. 
 “Board of Directors” shall mean either the board of directors of the Company or any duly authorized committee thereof or any committee of officers of the Company acting pursuant to
authority granted by the board of directors of the Company or any committee of such board. 
 “Borrowers” shall
mean the Company, the Luxembourg Borrower, the Japanese Borrower and any Borrowing Subsidiary. 

  
 3 








 “Borrower Obligations” shall mean the due and punctual payment of
(i) the principal of and interest on any Loans made by the Lenders to the Borrowers pursuant to this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all
other monetary obligations, including fees, reimbursements, costs, expenses and indemnities (including the obligations described in Section 2.04) of the Borrowers to the Lenders under this Agreement and the other Loan Documents. 

“Borrowing” shall mean (a) Loans of the same Class, Type and Currency, made, converted or continued on the same
date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect or
(c) a Swingline Loan. 
 “Borrowing Request” shall mean a request by any Borrower for a Borrowing in
accordance with Section 2.03. 
 “Borrowing Subsidiary” shall mean any Wholly Owned Subsidiary of the
Company designated as a Borrowing Subsidiary by the Company pursuant to Section 2.04. 
 “Borrowing Subsidiary
Agreement” shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit E. 

“Borrowing Subsidiary Termination” shall mean a Borrowing Subsidiary Termination substantially in the form of
Exhibit F. 
 “Business Day” shall mean any day (other than a day which is a Saturday, Sunday or legal
holiday in the State of New York) on which banks are open for business in New York City; provided, however, that, (a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude
any day on which banks are not open for dealings in dollar deposits in the London interbank market, or in the city which is the principal financial center of the country of issuance of the applicable Alternate Currency (other than Euro) and
(b) when used in connection with a Loan denominated in Euro, the term “Business Day” shall also exclude any day that is not a Target Day; provided, further, that, when used in connection with a Loan made to the Japanese
Borrower, the term “Business Day” shall also exclude any day on which banks are not open for business in Tokyo. 

“CAM” shall mean the mechanism for the allocation and exchange of interests in Loans and other extensions of credit
under the several Classes and collections thereunder established under Section 13.17. 
 “CAM Exchange”
shall mean the exchange of the Lender’s interests provided for in Section 13.17. 
 “CAM Exchange
Date” shall mean any date on which either (a) an Event of Default under paragraph (g) or (h) of Article XI has occurred with respect to a Borrower or (b) the Commitments shall have been terminated prior to the
Maturity Date and/or the Loans shall have been declared immediately due and payable, in either case pursuant to Article XI. 

  
 4 








 “CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent (determined on the basis of Exchanges Rates prevailing on the CAM Exchange Date) of the Designated Obligations owed to such Lender (whether or not at the time due and
payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent (as so determined) of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable)
immediately prior to the CAM Exchange Date. 
 “Capital Lease Obligations” of any Person, shall mean the
obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Notwithstanding
the foregoing, all leases of any Person (including leases entered into after the Effective Date) that are or would be treated as operating leases in accordance with GAAP as in effect on December 31, 2011, shall continue to be accounted for as
operating leases (and none of the obligations of the lessee thereunder shall constitute Capital Lease Obligations) for purposes of this Agreement regardless of any change in GAAP after such date that would otherwise require any of the obligations of
the lessee thereunder to be treated as Capital Lease Obligations. 
 “Cash Equivalents” shall mean
(a) marketable direct obligations issued by, or unconditionally guaranteed or insured by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within
one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits, bankers’ acceptances or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any
Lender or by any commercial bank organized under the laws of the United States or any state thereof whose short-term commercial paper rating at the time of acquisition is at least B or the equivalent thereof by Fitch IBCA, A-3 or the equivalent
thereof by S&P, or P-3 or the equivalent thereof by Moody’s; (c) commercial paper of an issuer rated at least A-2 or the equivalent thereof at the time of acquisition by S&P or at least P-2 or the equivalent thereof at the time of
acquisition by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the
date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully
guaranteed or insured by the United States government; (e) securities or marketable direct obligations with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial
bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this
definition; provided, however, that, in case of 

  
 5 








 
any investment by a Foreign Subsidiary, “Cash Equivalents” shall also include: (i) certificates of deposit, time deposits, Eurodollar time deposits, bankers’
acceptances or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank located in the same jurisdiction as such Foreign Subsidiary whose short-term commercial paper rating at the
time of acquisition would meet or exceed those ratings applicable to a Lender set forth in clause (b) hereof, (ii) direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized or is
conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within one year from the date of acquisition, (iii) investments of the type and maturity
described in clauses (c) through (f) above of obligors located in the same jurisdiction as such Foreign Subsidiary, which Investments or obligors (or the parent of any such obligor) have ratings described in clauses (c) through
(f) or equivalent ratings from comparable foreign rating agencies and (iv) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this proviso. 

“Change in Control” shall be deemed to have occurred if (a) any Person or group of Persons (other than (i) the
Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or stock plan of the Company or a Subsidiary or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any
such plan) shall have acquired beneficial ownership of shares representing more than 20% of the combined voting power represented by the outstanding Voting Shares of the Company (within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) or (b) during any period of 12 consecutive months, commencing before and ending after, or commencing after the Effective Date, individuals who on the
first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the
Company. 
 “Change in Law” shall mean (a) the adoption or taking effect of any law, rule, regulation or
treaty after the Effective Date, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the Effective Date or (c) compliance
by any Lender (or, for purposes of Section 6.10, by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the Effective Date; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (ii) 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 of America or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued. 

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are U.S. Revolving Loans, Multicurrency Revolving Loans, Japanese Revolving Loans, Swingline Loans or Competitive Loans and when used in reference to any Commitment, refers to whether such Commitment is a U.S. Commitment, a Multicurrency
Commitment or a Japanese Commitment. 

  
 6 








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

 “Commitments” shall mean the collective reference to the U.S. Commitments, the Multicurrency Commitments and
the Japanese Commitments. The initial aggregate amount of the Commitments is $1,350,000,000. 
 “Committed
Currency” shall mean (a) Euro, Sterling and Swiss Francs and (b) any other Eligible Currency that shall be designated by the Company in a notice delivered to the General Administrative Agent and approved by the General
Administrative Agent and all the Multicurrency Lenders as a Committed Currency. 
 “Company” shall have the
meaning set forth in the preamble. 
 “Company Stock” shall mean the common stock, $0.01 par value per share,
of the Company, and the associated preferred stock purchase rights. 
 “Competitive Bid” shall mean an offer by
a Lender to make a Competitive Loan pursuant to Article III. 
 “Competitive Bid Accept/Reject Letter”
shall mean a notification made by the Company pursuant to Section 3.01(d) in the form of Exhibit A-4. 

“Competitive Bid Rate” shall mean, as to any Competitive Bid, the Competitive Loan Margin or the Fixed Rate, as
applicable, offered by the Lender making such Competitive Bid. 
 “Competitive Bid Request” shall mean a
request made pursuant to Article III in the form of Exhibit A-1. 
 “Competitive Borrowing” shall
mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted under the bidding procedure described in Article III. 

“Competitive Loan” shall mean a Loan made pursuant to Article III. Each Competitive Loan shall be a Eurocurrency
Competitive Loan or a Fixed Rate Loan. 
 “Competitive Loan Exposure” shall mean, with respect to any Lender at
any time, the aggregate principal amount of the outstanding Competitive Loans of such Lender. 
 “Competitive Loan
Margin” shall mean, with respect to any Competitive Loan bearing interest at a rate based on the Eurocurrency Rate, the marginal rate of interest, if any, to be added to or subtracted from the Eurocurrency Rate in order to determine the
interest rate applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid. 

  
 7 








 “Conduit Lender” shall mean any special purpose entity organized and
administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument subject to the consent of the Company (such consent not to be unreasonably withheld);
provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and
the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further,
that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 6.10, 6.11, 6.12, or 13.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such
Conduit Lender or (b) be deemed to have any Commitment. 
 “Connection Income Taxes” shall mean Other
Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consenting Lender” shall have the meaning assigned to such term in Section 2.05. 
 “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Debt
(including the Loans), (c) depreciation and amortization expense (plus, to the extent GAAP then includes amounts as such expense, amounts of such expenses (calculated under the current GAAP) for any prior portion of such period if not otherwise
so included), (d) amortization of intangibles (including goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (f) any non-cash expenses relating to stock option exercises (if applicable accounting rules so
require) and (g) any other non-cash charges and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary, unusual or non-recurring
income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other
non-cash income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the
Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such
Reference Period and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving


  
 8 








 
pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition”
shall mean any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by the Company and its Subsidiaries in excess of $25,000,000; and “Material Disposition” shall mean any Disposition of property or series of related Dispositions of
property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $25,000,000. 

“Consolidated Leverage Ratio” shall mean, as at the last day of any period, the ratio of (a) the sum of
(i) Consolidated Total Debt plus, to the extent not included in the definition of Consolidated Total Debt, (ii) the aggregate amount of financing, to the extent in excess of $200,000,000, provided by third parties in connection with
Permitted Receivables Securitizations on such day to (b) Consolidated EBITDA for such period. 
 “Consolidated Net
Income” shall mean, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication,
(a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than
a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any
Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 

“Consolidated Net Tangible Assets” shall mean, with respect to the Company, the total amount of its assets (less
applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months
after the date as of which the amount is being determined) and (ii) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent balance sheet of the
Company and its consolidated subsidiaries and determined on a consolidated basis in accordance with GAAP. 

“Consolidated Total Debt” shall mean, at any date, the aggregate principal amount of all Debt of the Company and its
Subsidiaries outstanding as of such date that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (except as otherwise provided in the definition of Capital Lease Obligations), minus
up to $100,000,000 of cash and Cash Equivalents held in the United States by the Company and its Domestic Wholly Owned Subsidiaries; provided that such cash and Cash Equivalents are free of any Liens. 

  
 9 








 “Contractual Obligation” shall mean, 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” shall mean 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 ownership of
voting securities, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
 “Credit Party” shall mean each Administrative Agent, each Issuing Lender, the Swingline Lender and each other Lender. 

“Currency” shall mean Dollars or any Alternate Currency. 

“Debt” of any Person, shall mean, without duplication, (i) all obligations of such Person represented by notes,
bonds, debentures or similar evidences of indebtedness; (ii) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services other than, in the case of any such deferred purchase price, on normal
trade terms, (iii) all rental obligations of such Person as lessee under leases that are Capital Lease Obligations, (iv) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all obligations, contingent or
otherwise, of such Person as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (vi) the liquidation value of all preferred capital stock of such Person which is redeemable
at the option of the holder thereof or which may become (by scheduled or mandatory redemption) due within one year of the Maturity Date, (vii) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (i)
through (vi) above, (viii) all obligations of the kind referred to in clauses (i) through (vii) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by the applicable Person, whether or not such Person has assumed or become liable for the payment of such obligation and (ix) for the purposes of paragraph (f) of
Article XI only, all obligations in respect of Hedge Agreements. The Debt of any Person shall include Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefore
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such Person is not liable therefor. 

“Declining Lender” shall have the meaning assigned to such term in Section 2.05. 

“Default” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or
both would, unless cured or waived, become an Event of Default. 

  
 10 









 “Defaulting Lender” shall mean any Lender that (a) has failed, within
two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other
amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the General Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a
condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) cannot be satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three Business Days after a request by the General Administrative Agent or the Issuing Lender, made in good faith, to provide a certification in writing from an authorized officer of such Lender that it will
comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
by the General Administrative Agent or such Issuing Lender of such certification in form and substance satisfactory to it, or (d) has become the subject of a Bankruptcy Event. 

“Designated Obligations” shall mean all obligations of the Borrowers with respect to (a) principal of and interest
on the Loans of each Class (other than Competitive Loans), (b) unreimbursed LC Disbursements and interest thereon and (c) all facility fees and participation fees under Section 6.07 with respect thereto. 

“Dollar Equivalent” shall mean, with respect to an amount denominated in any Alternate Currency, the equivalent in
Dollars of such amount determined at the Exchange Rate determined by the General Administrative Agent on the date of determination of such equivalent. In making any determination of the Dollar Equivalent for purposes of calculating the amount of
Loans to be borrowed from the respective Lenders on any date, the Applicable Administrative Agent shall use the relevant Exchange Rate in effect on the date on which the relevant Borrower delivers a borrowing notice for such Loans pursuant to the
provisions of this Agreement. 
 “Dollars” or “$” shall mean lawful money of the United States
of America. 
 “Domestic Wholly Owned Subsidiary” shall mean a Wholly Owned Subsidiary that is incorporated or
organized under the laws of the United States or any state or political subdivision thereof. 
 “Effective
Date” shall mean May 9, 2012. 
 “Eligible Assignee” shall mean (a) a Lender, (b) an
Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person, a Defaulting Lender or the Company or any Subsidiary. 

“Eligible Currency” shall mean at any time any currency (other than Dollars, Euro, Sterling, Swiss Francs or Japanese
Yen) that is freely tradeable and exchangeable into Dollars in the London market and for which an Exchange Rate can be determined. 

  
 11 









 “Environmental and Safety Laws” shall mean any and all applicable current
and future treaties, laws (including without limitation common law), regulations, enforceable requirements, binding determinations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, permissions, or binding
agreements issued, promulgated or entered by any Governmental Authority, relating to the environment, to employee health or safety as it pertains to the use or handling of, or exposure to, any Hazardous Substance, to preservation or reclamation of
natural resources or to the management, release or threatened release of any Hazardous Substance, including, without limitation, the Hazardous Materials Transportation Act, the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of 1970, as amended, the Emergency Planning and Community
Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as amended, any similar or implementing state law, all amendments of any of them, and any regulations promulgated under any of them. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Company, is
treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 or ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

“ERISA Termination Event” shall mean (i) a “Reportable Event” described in Section 4043 of ERISA and
the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of the Company or any of its ERISA Affiliates from a
“single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001 (a) of ERISA, or (iii) the incurrence of liability under Title IV of ERISA with
respect to the termination of a Plan, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) the receipt by the Company or any ERISA Affiliate of any notice (whether or not written) from the PBGC of any event or
condition which the PBGC asserts is reasonably likely to constitute grounds under Section 4042 of ERISA to terminate, or to appoint a trustee to administer, any Plan or (vi) the partial or complete withdrawal of the Company or any ERISA
Affiliate of the Company from, or the Insolvency or Reorganization of, a Multiemployer Plan. 
 “Euro” and
“€” shall mean the single currency of the participating member states of the European Union as constituted by the Treaty of Rome of March 25, 1957 (as amended by the Single European Act 1986, the Maastricht Treaty which
was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was
signed on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states. 

  
 12 









 “Eurocurrency” when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to a Eurocurrency Rate. 
 “Eurocurrency Rate” shall mean (a) with respect to any Eurocurrency Borrowing (other than Borrowings denominated in Euro or Japanese Yen) for any Interest Period, the rate determined
by the Applicable Administrative Agent by reference to the British Bankers’ Association Interest Settlement Rates for deposits in the currency of such Borrowing (as reflected on the applicable Reuters screen page) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars or the applicable Alternate Currency with a maturity comparable to such Interest Period, (b) with respect to
any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate determined by the Applicable Administrative Agent by reference to the percentage rate per annum determined by the Banking Federation of the European Union for deposits
in Euro (known as the “EURIBOR Rate”) (as reflected on the applicable Reuters screen page) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits
in Euro with a maturity comparable to such Interest Period, and (c) with respect to any Eurocurrency Borrowing denominated in Japanese Yen for any Interest Period, the rate appearing on the TIBM Page under the caption “Average 10
Banks” of Reuters (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by
General Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Japanese Yen in the Tokyo interbank market) at approximately 11:00 a.m., Tokyo time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits in Japanese Yen with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “Eurocurrency Rate” with
respect to such Eurocurrency Borrowing for such Interest Period shall be the rate per annum (rounded upwards, if necessary, to the next Basis Point) equal to the arithmetic average of the rates at which deposits in Dollars or the applicable
Alternate Currency approximately equal in principal amount to such Borrowing and for a maturity comparable to such Interest Period are offered (x) with respect to any Eurocurrency Borrowing (other than Borrowings denominated in Japanese Yen),
to the principal London offices of the Reference Lenders (or, if any Reference Lender does not at the time maintain a London office, the principal London office of any Affiliate of such Reference Lender) in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period and (y) with respect to any Eurocurrency Borrowing denominated in Japanese Yen, to the principal Tokyo offices
of the Reference Lenders (or, if any Reference Lender does not at the time maintain a Tokyo office, the principal Tokyo office of any Affiliate of such Reference Lender) in immediately available funds in the Tokyo interbank market at approximately
11:00 a.m., Tokyo time, two Business Days prior to the commencement of such Interest Period; provided, however, that, if only two Reference Lenders notify the General Administrative Agent of the rates offered to such Reference
Lenders (or any Affiliates of such Reference Lenders) as aforesaid, the Eurocurrency Rate with respect to such Eurocurrency Borrowing shall be equal to the arithmetic average of the rates so offered to such Reference Lenders (or any such
Affiliates). 

  
 13 









 “Eurocurrency Reserve Requirements” shall mean, with respect to the
Eurocurrency Loans of any Lender for any day, that percentage (expressed as a decimal) that is in effect on such day, as prescribed by any Governmental Authority for determining the reserve, liquid asset or similar requirement with respect to such
Eurocurrency Loans for such Lender that is subject to the rules and regulations of such Governmental Authority. 

“European Administrative Agent” shall mean J.P. Morgan Europe Limited, together with its affiliates (it being understood
that any notices required to be delivered to the European Administrative Agent under this Agreement need not be delivered to such affiliates), as administrative agent for the Multicurrency Lenders under this Agreement and the other Loan Documents,
and any successor thereto appointed pursuant to Article XII. 
 “European Borrower” shall mean the
Luxembourg Borrower and, when used to describe a Borrower who is permitted to borrow under the Multicurrency Commitment, shall mean and include any Borrowing Subsidiary organized and existing under the laws of a jurisdiction whose currency is a
Committed Currency. 
 “Event of Default” shall have the meaning assigned to such term in Article XI.

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

“Exchange Rate” shall mean, with respect to any Alternate Currency on a particular date, the rate at which such
Alternate Currency may be exchanged into Dollars, as set forth on such date on the applicable Reuters currency page with respect to such Alternate Currency; provided that, the Company may make a one time election with the approval of the General
Administrative Agent (such approval not to be unreasonably withheld) to use Bloomberg currency pages to determine the Exchange Rate instead of the Reuters currency pages. In the event that such rate does not appear on the applicable Reuters currency
page or Bloomberg currency page, as the case may be, the Exchange Rate with respect to such Alternate Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the
General Administrative Agent and the Company or, in the absence of such agreement, such Exchange Rate shall instead be JPMCB’s spot rate of exchange in the London interbank or other market where its foreign currency exchange operations in
respect of such Alternate Currency are then being conducted, at or about 10:00 a.m., Local Time, at such date for the purchase of Dollars with such Alternate Currency, for delivery two Business Days later; provided, however, that
if at the time of any such determination, for any reason, no such spot rate is being quoted, the General Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive
absent manifest error. 
 “Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to
a 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, any withholding 

  
 14 









 
Taxes to which Section 6.12(k) applies imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment, (c) Taxes
attributable to such Recipient’s failure to comply with Sections 6.12(h), 6.12(i) or 6.12(j) and (d) any U.S. Federal withholding Taxes imposed under FATCA. 
 “Existing Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of November 30, 2007, among the Company, the Japanese Borrower, the Luxembourg Borrower, the
Borrowing Subsidiaries party thereto, the lenders from time to time party thereto and the Administrative Agents. 

“Existing Letters of Credit” shall mean the outstanding letters of credit set forth on Schedule 4.01. 

“Existing Maturity Date” shall have the meaning assigned to such term in Section 2.05. 

“FATCA” shall mean Section 1471 through 1474 of the Internal Revenue Code (effective as of the date hereof) and any
regulations promulgated thereunder and official interpretations thereof. 
 “Federal Funds Effective Rate”
shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as released on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards, if necessary, to the next 1/100th of 1%), as determined by the General Administrative Agent, of the quotations
for the day of such transactions received by the General Administrative Agent from three Federal funds brokers of recognized standing selected by it. 
 “Financial Officer” of any corporation shall mean the chief financial officer, principal accounting officer, vice president of finance, controller or treasurer of such corporation.

 “Fixed Rate” shall mean, with respect to any Competitive Loan (other than a Eurocurrency Competitive Loan),
the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. 

“Fixed Rate Loan” shall mean a Competitive Loan bearing interest at a Fixed Rate. 

“Foreign Borrowing Subsidiary” shall mean any Borrowing Subsidiary that is a Foreign Subsidiary. 

“Foreign Subsidiary” shall mean any Subsidiary that is not organized under the laws of the United States or any state or
political subdivision thereof. 
 “GAAP” shall mean generally accepted accounting principles in the United
States of America. 

  
 15 









 “General Administrative Agent” shall mean JPMCB, together with its
affiliates (it being understood that any notices required to be delivered under this Agreement to the General Administrative Agent need not be delivered to such affiliates), as general administrative agent for the Lenders under this Agreement and
the other Loan Documents, and any successor thereto appointed pursuant to Article XII. 
 “Governmental
Authority” shall mean the government of any nation, including, but not limited to, the United States of America, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European
Central Bank). 
 “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of)
any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Debt or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 
 “Hazardous Substances” shall mean any toxic, radioactive, mutagenic, carcinogenic, noxious, caustic or otherwise hazardous substance, material or waste, including petroleum, its
derivatives, by-products and other hydrocarbons, including, without limitation, polychlorinated biphenyls (“PCBs”), asbestos or asbestos-containing material, and any substance, waste or material regulated or that could reasonably be
expected to result in liability under Environmental and Safety Laws. 
 “Hedge Agreements” shall mean all
interest rate swaps, caps or collar agreements, foreign exchange transactions or other arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations or foreign currencies, either generally or
under specific contingencies. 
 “Incremental Facility Amount” shall mean, at any time the excess, if any, of
(a) $400,000,000 over (b) the aggregate increase in the Commitments established prior to such time pursuant to Section 6.05. 
 “Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under any Loan
Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

  
 16 









 “Insolvency” shall mean with respect to any Multiemployer Plan, the
condition that such plan is insolvent within the meaning of Section 4245 of ERISA. 
 “Interest Election
Request” shall mean a request by a Borrower to convert or continue a Borrowing in accordance with Section 6.02. 

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last day of each March, June, September
and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing. 
 “Interest Period” shall mean (a) as to any
Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending either (x) on the day that is two weeks thereafter or (y) on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 (or, with the
consent of all Lenders making such Loan, 9 or 12) months thereafter, in each case as the applicable Borrower may elect, and (b) as to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 360 days)
commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business
Day and (ii) any Interest Period referred to in clause (a) (y) above that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 

“Investment Grade Standing” shall have the meaning assigned to such term in Annex I. 

“Issuing Lender” shall mean JPMCB in its capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in Article IV. The Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender, in which case the term “Issuing Lender” shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate. The term “Issuing Lender” shall also mean JPMCB in its capacity as issuer of the Existing Letters of Credit listed on Schedule 4.01. 

  
 17 









 “Japanese Administrative Agent” shall mean JPMorgan Chase Bank, N.A., Tokyo
Branch, together with its affiliates (it being understood that any notices required to be delivered to the Japanese Administrative Agent under this Agreement need not be delivered to such affiliates), as administrative agent for the Japanese Lenders
under this Agreement and the other Loan Documents, and any successor thereto appointed pursuant to Article XII. 

“Japanese Borrower” shall have the meaning set forth in the preamble and, when used to describe the Borrowers who are
permitted to borrow under the Japanese Commitment, also shall mean and include any Borrowing Subsidiary organized and existing under the laws of Japan. 
 “Japanese Commitment” shall mean, as to any Japanese Lender at any time, its obligation to make Japanese Revolving Loans to the Japanese Borrower and the U.S. Borrower in an aggregate
Dollar Equivalent amount not to exceed at any one time outstanding the amount set forth opposite such Japanese Lender’s name in Part B of Schedule 2.01 under the heading “Japanese Commitment”, as such amount may be reduced
from time to time pursuant to Section 6.03 and the other applicable provisions hereof, or increased from time to time pursuant to Section 6.05. The initial aggregate amount of the Japanese Commitments is $200,000,000. 

“Japanese Lender” shall mean any Lender that has a Japanese Commitment or an outstanding Japanese Revolving Loan.

 “Japanese Revolving Credit Exposure” shall mean, as at any date of determination with respect to any
Japanese Lender, an amount equal to the Dollar Equivalent of the Japanese Revolving Loans of such Lender on such date. 

“Japanese Revolving Loan” shall have the meaning assigned to such term in Section 2.01(b). 

“Japanese Yen” and “¥” shall mean lawful money of Japan. 

“JPMCB” shall mean JPMorgan Chase Bank, N.A. 
 “LC Disbursement” shall mean a payment made by the Issuing Lender pursuant to a Letter of Credit. 
 “LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all
LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any U.S. Lender at any time shall be its U.S. Commitment Percentage of the total LC Exposure at such time. 

“Lenders” shall mean (a) the financial institutions listed on Part A, Part B and Part C of
Schedule 2.01 (other than any such financial institution that has ceased to be a party hereto, pursuant to an Assignment and Acceptance) and (b) any financial institution that has become a party hereto pursuant to an Assignment and
Acceptance; provided, that unless the context requires otherwise, each reference herein to the Lenders shall be deemed to include any Conduit Lender. 

  
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 “Lender Parent” shall mean, with respect to any Lender, any Person as to
which such Lender is, directly or indirectly, a subsidiary. 
 “Letter of Credit” shall mean any Letter of
Credit issued (or deemed issued) pursuant to Article IV, and shall include each Existing Letter of Credit. 

“Lien” shall mean any mortgage, lien, pledge, encumbrance, charge or security interest. 

“Loan Documents” shall mean this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination
and each promissory note held by a Lender pursuant to Section 6.04(g). 
 “Loans” shall mean the loans
made by the Lenders to the Borrowers pursuant to this Agreement. 
 “Local Time” shall mean (a) with
respect to a Loan made to, or Borrowing by, the U.S. Borrower, New York City time, (b) with respect to a Loan made to, or Borrowing by, the Japanese Borrower, Tokyo time, and (c) with respect to a Loan made to, or Borrowing by, the
European Borrower, London time. 
 “Luxembourg Borrower” shall have the meaning set forth in the Preamble.

 “Margin Regulations” shall mean Regulations T, U and X of the Board as from time to time in effect, and
all official rulings and interpretations thereunder or thereof. 
 “Material Adverse Effect” shall mean a
material adverse effect on the business, operations, properties or financial condition of the Company and its consolidated Subsidiaries, taken as a whole. 
 “Maturity Date” shall mean May 9, 2017, as such date may be extended pursuant to Section 2.05. 
 “Maturity Date Extension Request” shall mean a request by the Company, substantially in the form of Exhibit H or such other form as shall be approved by the General Administrative Agent,
for the extension of the Maturity Date pursuant to Section 2.05. 
 “Moody’s” shall mean Moody’s
Investors Service, Inc. or any successor thereto. 
 “Multicurrency Commitment” shall mean, as to any
Multicurrency Lender at any time, its obligation to make Multicurrency Revolving Loans to the European Borrower and the U.S. Borrower in an aggregate Dollar Equivalent amount not to exceed at any time outstanding the amount set forth opposite such
Multicurrency Lender’s name in Part C of Schedule 2.01 under the heading “Multicurrency Commitment”, as such amount may be reduced from time to time pursuant to Section 6.03 and the other applicable provisions hereof,
or increased from time to time pursuant to Section 6.05. The initial aggregate amount of the Multicurrency Commitments is $750,000,000. 

  
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 “Multicurrency Lender” shall mean any Lender that has a Multicurrency
Commitment or an outstanding Multicurrency Revolving Loan. 
 “Multicurrency Revolving Credit Exposure” shall
mean, as at any date of determination with respect to any Multicurrency Lender, an amount equal to the Dollar Equivalent of the Multicurrency Revolving Loans of such Lender on such date. 

“Multicurrency Revolving Loans” shall have the meaning given such term in Section 2.01(c). 

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Notice of Competitive Bid Request” shall mean a notification made pursuant to Article III in the form of
Exhibit A-2. 
 “Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a
result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received
payments under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document). 
 “Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to
Section 6.14(b)). 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA and any successor entity performing similar functions. 
 “Permitted Debt” shall mean (i) Debt of
any Subsidiary to any Borrower, (ii) Guarantees by any Subsidiary of Debt of any Borrower (other than the Company) and Guarantees by the Company of any Debt of any Subsidiary, (iii) any Debt incurred pursuant to Sale and Leaseback
Transactions permitted under Section 10.03, (iv) Debt of any Subsidiary as an account party in respect of trade letters of credit, to the extent that such letters of credit are not drawn upon, (v) Debt assumed in connection with any
Investment permitted under Section 10.08, (vi) Debt secured by any Lien permitted pursuant to Section 10.02 (b) or (q), (vii) Debt consisting of guarantees of loans made to officers, directors or employees of any Subsidiary,
(viii) unsecured trade accounts payable and other unsecured current Debt incurred in the ordinary course of business and not more than 120 days past due (but excluding any Debt for borrowed money), (ix) any Permitted Receivables
Securitization, (x) Debt with respect to surety, appeal and performance bonds obtained by any Subsidiary in the ordinary course of business, and (xi) any replacement, renewal, refinancing or extension of any Debt referenced above that does
not exceed the aggregate principal amount (plus associated fees and expenses) of the Debt being replaced, renewed, refinanced or extended (except that accrued and unpaid interest not delinquent in accordance with its terms may be part of any
refinancing pursuant to this clause) and that otherwise complies with this Agreement. 

  
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 “Permitted Receivables Securitization” shall mean the incurrence of Debt in
respect of any receivables securitization of the Company or any Subsidiary. 
 “Person” shall mean any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” shall mean any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), subject to the provisions of Title IV or
Section 302 of ERISA or Section 412 of the Code that is maintained by the Company or any ERISA Affiliate for current or former employees, or any beneficiary thereof, of the Company or any ERISA Affiliate. 

“Pricing Grid” shall mean the Facility Fee and Applicable Margin Pricing Grid set forth in Annex I. 

“Ratings” shall have the meaning assigned to such term in Annex I. 

“Recipient” shall mean any Administrative Agent, any Lender and any Issuing Lender, or any combination thereof (as
the context requires). 
 “Reference Lenders” shall mean Bank of America, N.A., JPMCB and Credit Suisse AG.

 “Register” shall have the meaning set forth in Section 13.04(d). 

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

“Reorganization” shall mean with respect to any Multiemployer Plan, the condition that such plan is in reorganization
within the meaning of Section 4241 of ERISA. 
 “Required Lenders” shall mean, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing at least 51% of the sum of the Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to
Article XI, and for all purposes after the loans become due and payable pursuant to Article XI or the Commitments shall have expired or terminated, the Competitive Loan Exposures of the Lenders shall be included in their respective
Revolving Credit Exposures in determining the Required Lenders. 
 “Revolving Availability Period” shall mean
the period from and including the Effective Date to (but excluding) the earlier of the Maturity Date and the date of termination of the Commitments in accordance with the terms hereof. 

  
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 “Revolving Credit Exposure” shall mean, as at any date of determination
with respect to any Lender, an amount in Dollars equal to the sum of (a) the U.S. Revolving Credit Exposure of such Lender, (b) the Multicurrency Revolving Credit Exposure of such Lender and (c) the Japanese Revolving Credit Exposure
of such Lender. 
 “Revolving Loans” shall mean the collective reference to the U.S. Revolving Loans, the
Multicurrency Revolving Loans and the Japanese Revolving Loans, each, individually, a “Revolving Loan”. 

“Sale and Leaseback Transaction” shall mean any arrangement with any Person pursuant to which the Company or any
Subsidiary leases any property that has been or is to be sold or transferred by the Company or the Subsidiary to such Person, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three
years, (ii) leases between the Company and a Subsidiary or between Subsidiaries, (iii) leases of property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or
improvement, or the commencement of commercial operation, of such property and (iv) arrangements pursuant to any provision of law with an effect similar to that under former Section 168(f)(8) of the Internal Revenue Code of 1954.

 “S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. or any successor rating agency. 
 “SEC” shall mean the Securities and Exchange Commission.

 “Sterling” or “



” shall mean the lawful money of the United Kingdom. 

“subsidiary” shall mean, with respect to any Person (the “parent”) at any date, (a) for purposes
of Sections 10.03 and 10.06 only, any Person the majority of the outstanding Voting Stock (or equivalent voting securities of any Person which is not a corporation) of which is owned, directly or indirectly, by the parent or one or more
subsidiaries of the parent of such Person and (b) for all other purposes under this Agreement, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the
parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned,
controlled or held. 
 “Subsidiary” shall mean a subsidiary of the Company. 

“Swingline Exposure” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such
time. The Swingline Exposure of any U.S. Lender at any time shall be its U.S. Commitment Percentage of the aggregate Swingline Exposure at such time. 
 “Swingline Lender” shall mean JPMCB in its capacity as lender of Swingline Loans hereunder. 

  
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 “Swingline Loan” shall mean a Loan made pursuant to Article V.

 “Swiss Francs” or “CHF” shall mean the lawful money of Switzerland. 

“Target Day” shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system is open for the settlement of payments in Euro. 
 “Taxes” shall mean any and all present or
future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all interest, additions to tax, penalties or liabilities with respect thereto. 

“Transactions” shall mean the execution and delivery by the Borrowers of this Agreement (or, in the case of the
Borrowing Subsidiaries, the Borrowing Subsidiary Agreements), the performance by the Borrowers of their obligations hereunder, the borrowings made or to be made hereunder and the use of the proceeds thereof. 

“Type” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such
Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the Eurocurrency Rate, the Alternate Base Rate and the Fixed Rate. 

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001. 
 “U.S. Borrower” shall mean the Company and any Borrowing Subsidiary that
is a Domestic Wholly Owned Subsidiary. 
 “U.S. Commitment” shall mean, as to any U.S. Lender at any time, its
obligation to make U.S. Revolving Loans to, and/or participate in Swingline Loans made to and Letters of Credit issued for the account of, any U.S. Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount set forth
opposite such U.S. Lender’s name in Part A of Schedule 2.01 under the heading “U.S. Commitment”, as such amount may be reduced from time to time pursuant to Section 6.03 and the other applicable provisions hereof, or
increased from time to time pursuant to Section 6.05. The initial aggregate amount of the U.S. Commitments is $400,000,000. 
 “U.S. Commitment Percentage” shall mean, as to any U.S. Lender at any time, the percentage which such U.S. Lender’s U.S. Commitment then constitutes of the aggregate U.S. Commitments
of all U.S. Lenders. 
 “U.S. Defaulting Lender” shall have the meaning assigned to such term in
Section 6.16(c). 
 “U.S. Lender” shall mean a Lender with a U.S. Commitment or, if the U.S. Commitments
have terminated or expired, a Lender with U.S. Revolving Credit Exposure. 

  
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 “U.S. Revolving Credit Exposure” shall mean, as at any date of
determination with respect to any U.S. Lender, an amount in Dollars equal to the sum of (a) the aggregate unpaid principal amount of such U.S. Lender’s U.S. Revolving Loans on such date, (b) such U.S. Lender’s Swingline Exposure
and (c) such U.S. Lender’s LC Exposure. 
 “U.S. Revolving Loan” shall have the meaning set forth in
Section 2.01(a). 
 “Value” shall mean, with respect to a Sale and Leaseback Transaction, an amount equal
to the present value of the lease payments with respect to the term of the lease (reduced by the amount of rental obligations of any sublessee of all or part of the same property) remaining on the date as of which the amount is being determined,
without regard to any renewal or extension options contained in the lease, discounted at an interest rate determined by the Company at the time of the consummation of such Sale and Leaseback Transaction as long as such interest rate is customary for
leases of such type. 
 “Voting Stock” shall mean, as applied to the stock of any corporation, stock of any
class or classes (however designated) having by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation other than stock having such power only by reason of
the happening of a contingency. 
 “Wholly Owned Subsidiary” of any Person, a subsidiary of such Person of
which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the equity are, at the time any determination is being made, owned by such Person or one or more wholly owned subsidiaries of such
Person or by such Person and one or more wholly owned subsidiaries of such Person. 
 “Yen Overnight Rate”
shall mean for any day, the unsecured overnight call volume-weighted average rate per annum on overnight funds announced at the close of business on that day by the Tanshi Kyokai (Interbank Brokers’ Association) or, if not so announced on that
day, the average of the quotations of the overnight funds call rate for such day of three Tanshi brokers selected by the Japanese Administrative Agent. 
 SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g.,
a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”) or by Class, Type and Commitment (e.g., a “U.S. Eurocurrency Revolving Loan”). Borrowings also may be classified
and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”) or by Class, Type and
Commitment (e.g., a “U.S. Eurocurrency Revolving Borrowing”). 
 SECTION 1.03. Terms Generally. The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word


  
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“shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any
statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary,
(c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. 
 SECTION 1.04. Accounting Terms, GAAP. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Company notifies the General Administrative Agent that the Company wishes to amend
any covenant in Article X or any related definition or other financial term used herein to eliminate the effect of any change in GAAP occurring after the Effective Date on the operation of such covenant (or if the General Administrative Agent
notifies the Company that the Required Lenders wish to amend Article X or any related definition or other financial term used herein for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825
“Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Debt of the Company or any Subsidiary at “fair value”, as defined therein. 

ARTICLE II 

Amount and Terms of the Commitments 
 SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each U.S. Lender agrees to make revolving loans (“U.S. Revolving Loans”) to the U.S.
Borrower from time to time during the Revolving Availability Period in Dollars in an aggregate principal amount that will not result in (i) such Lender’s U.S. Revolving Credit Exposure exceeding such Lender’s U.S. Commitment,
(ii) the sum of the total U.S. Revolving Credit Exposures exceeding the total U.S. Commitments or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow U.S. Revolving Loans. 

  
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 (b) Subject to the terms and conditions set forth herein, each Japanese Lender agrees to
make revolving loans (“Japanese Revolving Loans”) from time to time during the Revolving Availability Period to the Japanese Borrower and, if and to the extent the U.S. Borrower shall have delivered all documentation and other
information reasonably requested by the Japanese Administrative Agent and required under all Japanese “know your customer” and similar laws and regulations, to the U.S. Borrower, in Japanese Yen or Dollars in an aggregate principal amount
that will not result in (i) such Lender’s Japanese Revolving Credit Exposure exceeding such Lender’s Japanese Commitment, (ii) the sum of the total Japanese Revolving Credit Exposures exceeding the total Japanese Commitments or
(iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, any Japanese Borrower and the
U.S. Borrower may borrow, prepay and reborrow the Japanese Revolving Loans. 
 (c) Subject to the terms and conditions set forth
herein, each Multicurrency Lender agrees to make revolving loans (“Multicurrency Revolving Loans”) from time to time during the Revolving Availability Period to the European Borrower and the U.S. Borrower in a Committed Currency or
Dollars in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the sum of the total Multicurrency Revolving Credit
Exposures exceeding the total Multicurrency Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the European Borrower and the U.S. Borrower may borrow, prepay and reborrow the Multicurrency Revolving Loans. 
 SECTION 2.02. Loans and Borrowings. (a) Each U.S. Revolving Loan shall be made as part of a Borrowing consisting of U.S. Revolving Loans of the same Type made by the U.S. Lenders ratably in
accordance with their respective U.S. Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 3.01. 
 (b) Each Japanese Revolving Loan shall be made as part of a Borrowing consisting of Japanese Revolving Loans made by the Japanese Lenders to the Japanese Borrower or the U.S. Borrower, as the case may be,
ratably in accordance with their respective Japanese Commitments. 
 (c) Each Multicurrency Revolving Loan shall be made as part
of a Borrowing consisting of Multicurrency Revolving Loans made by the Multicurrency Lenders to the European Borrower or the U.S. Borrower, as the case may be, ratably in accordance with their respective Multicurrency Commitments. 

(d) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make such Loans as required. 

  
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 (e) Subject to Section 6.09, (i) each Revolving Borrowing made by the U.S.
Borrower and denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Company (on its own behalf or on behalf of any other applicable Borrower) may request in accordance herewith, (ii) each Revolving
Borrowing made by the European Borrower or the Japanese Borrower and denominated in Dollars shall be comprised entirely of Eurocurrency Loans, (iii) each Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate
Loans as the Company (on its own behalf or on behalf of any other Borrower) may request in accordance herewith and (iv) each Revolving Borrowing denominated in an Alternate Currency shall be comprised entirely of Eurocurrency Loans. Each Lender
at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in
accordance with the terms of this Agreement. 
 (f) At the commencement of each Interest Period for any Eurocurrency Borrowing,
such Borrowing shall be in an aggregate amount that is (i) in the case of a Eurocurrency Borrowing denominated in Dollars, an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) in the case of a Eurocurrency Borrowing
denominated in an Alternate Currency a minimum principal amount the Dollar Equivalent of which is $2,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of a particular Class. Each Competitive Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Commitment, Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 30 Eurocurrency
Revolving Borrowings outstanding. 
 (g) Notwithstanding any other provision of this Agreement, the Company (on its own behalf
or on behalf of any other Borrower) shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing, the applicable Borrower or the Company (on its own behalf
or on behalf of any other Borrower) shall notify the Applicable Administrative Agent and the General Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing made by (i) the U.S. Borrower and
denominated in Dollars, (ii) the Japanese Borrower and (iii) the European Borrower, not later than 1:30 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing
made by the U.S. Borrower and denominated in an Alternate Currency, not later than 1:30 p.m., Local Time, four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 12:00 noon,
New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the applicable Administrative Agent and the General Administrative
Agent of a written Borrowing Request in the form of Exhibit A-5. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(i) the aggregate amount of the requested Borrowing and the Currency of such Borrowing; 

  
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 (ii) whether such Borrowing is to be a Japanese Revolving Borrowing, a
Multicurrency Revolving Borrowing or a U.S. Revolving Borrowing; 
 (iii) the date of such Borrowing, which shall
be a Business Day; 
 (iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing (which,
in the case of any Alternate Currency Borrowing or a Dollar Borrowing made by either the European Borrower or the Japanese Borrower, shall be a Eurocurrency Borrowing); 

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; 
 (vi) the location and number of the
account of the applicable Borrower or any Borrowing Subsidiary to which funds are to be disbursed, which shall comply with the requirements of Section 6.01; and 

(vii) the applicable Borrower. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be, in the case of a Borrowing in Dollars made by the U.S. Borrower, an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower or the Company, as the case may be, shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a
Borrowing Request in accordance with this Section, the Applicable Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

SECTION 2.04. Borrowing Subsidiaries. The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing
Subsidiary under any of the Commitments; provided that, promptly upon receiving such designation, the General Administrative Agent shall post a notice to the Lenders of the applicable Class of such proposed designation and shall not have
received, within five Business Days of such notice, written notice from any such Lender that it may not make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in
compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly
Owned Subsidiary and the Company, such Wholly Owned Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in
connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination; provided
that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company
shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrower Obligations of such Borrowing Subsidiary pursuant to Section 13.16 has not been
released. 

  
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 SECTION 2.05. Extension of Maturity Date. The Company may, by delivery of a Maturity
Date Extension Request to the General Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 85 days prior to any anniversary of the Effective Date, request that the
Lenders extend the Maturity Date for an additional period of one year; provided that there shall be no more than two extensions of the Maturity Date pursuant to this Section. Each Lender shall, by notice to the Company and the General
Administrative Agent given not later than the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, advise the Company whether or not it agrees to the requested
extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and
any Lender that has not so advised the Company and the General Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a
Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender by providing written notice of such election to the Company and the General Administrative Agent at any time prior to the Existing Maturity Date. If
Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request within the 20-day period described above, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the
Maturity Date theretofore in effect (such Maturity Date being called the “Existing Maturity Date”). The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender.
The Commitment of any Declining Lender shall terminate on the Existing Maturity Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable
to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 6.06 as
shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not
exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 6.14(b), at any time on or prior to the Existing Maturity Date, to replace a Declining Lender with
one or more Lenders or other financial institutions that will agree to the applicable Maturity Date Extension Request, and each such replacement Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding
the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension
Request, the conditions set forth in Sections 8.02 (c) and (d) shall be satisfied and the General Administrative Agent shall have received a certificate to that effect dated on such anniversary of the Effective Date and executed by a
Financial Officer of the Company. 

  
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 ARTICLE III 
 Competitive Bid Loans 
 SECTION 3.01. Competitive Bid Procedure.
(a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period the Company (on its own behalf or on behalf of any other Borrower) may request Competitive Bids and the Company (on its own
behalf or on behalf of any other Borrower) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loan
Exposures shall not exceed the total Commitments or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.05, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing
Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Commitments of the Consenting Lenders. To request Competitive Bids, the Company (on its own behalf or on behalf of any other Borrower)
shall hand deliver or telecopy to the Advance Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Advance Agent, in the case of a Eurocurrency Borrowing, not later than 10:00 a.m.,
New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing. A
Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall promptly notify the Company of such rejection by telecopy. Each Competitive Bid
Request shall specify the following information in compliance with Section 2.02: 
 (i) the aggregate amount
of the requested Borrowing; 
 (ii) the date of such Borrowing, which shall be a Business Day; 

(iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; 

(iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the
term “Interest Period”; 
 (v) the location and number of the account of the Borrower to which funds
are to be disbursed, which shall comply with the requirements of Section 6.01; and 
 (vi) the applicable
Borrower. 
 Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Advance Agent shall deliver to the
Lenders a Notice of Competitive Bid Request, inviting the Lenders to submit Competitive Bids. 

  
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 (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids
to such Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Advance Agent by telecopy, in the form of Exhibit A-3 hereto, in the case of a Eurocurrency Competitive Borrowing, not later
than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, one Business Day before the
proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Advance Agent, and the Advance Agent shall notify the applicable Lender as promptly as
practicable. Each Competitive Bid shall specify (i) the principal amount of the Competitive Loan or Loans that the Lender is willing to make (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000, and which may equal the
entire principal amount of the Competitive Borrowing Request by such Borrower), (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal
to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. 

(c) The Advance Agent shall promptly notify such Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. 
 (d) Subject only to the
provisions of this paragraph, such Borrower may accept or reject any Competitive Bid. Such Borrower shall notify the Advance Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent
it has decided to accept or reject each Competitive Bid, in the case of a Eurocurrency Competitive Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in
the case of a Fixed Rate Borrowing, not later than 2:00 p.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of such Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of
the Competitive Bids accepted by such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above,
such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $5,000,000 or any integral multiple of $1,000,000
thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a
manner which shall be in the discretion of such Borrower. A notice given by such Borrower pursuant to this paragraph (d) shall be irrevocable. 
 (e) The Advance Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each
successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. 

  
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 (f) If the Advance Agent shall elect to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the Company (on its own behalf or on behalf of any other Borrower) at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive
Bids to the Advance Agent pursuant to paragraph (b) of this Section 3.01. 
 (g) All notices required by this
Section 3.01 shall be given in accordance with Section 13.01. 
 ARTICLE IV 

Letters of Credit 
 SECTION 4.01. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Company may request the issuance under the U.S. Commitments of Letters of Credit
for its own account or for the account of any Borrowing Subsidiary, in a form reasonably acceptable to the General Administrative Agent and the Issuing Lender, at any time and from time to time during the Revolving Availability Period. In the event
of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company (on behalf of any Borrowing Subsidiary) to, or entered into
by the Company (on behalf of itself or any Borrowing Subsidiary) with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. At the request of the Company (on behalf of itself or any Borrowing
Subsidiary), any Letter of Credit may be issued for the joint and several account of such Borrower and another Borrower. The Existing Letters of Credit are deemed to have been issued under this Agreement and will, for all purposes of this Agreement,
constitute Letters of Credit. 
 (b) Notice of Issuance; Amendment; Renewal; Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company (on behalf of itself or any Borrowing Subsidiary) shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the General Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section 4.01), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Lender, the Company (on behalf of itself or any Borrowing Subsidiary) also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit, the Borrowers shall be deemed to 

  
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represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $50,000,000, (ii) the sum of the total U.S.
Revolving Credit Exposures shall not exceed the total U.S. Commitments, (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures shall not exceed the total Commitments and (iv) in the event the
Maturity Date shall have been extended as provided in Section 2.05, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date
shall not exceed the total Commitments of the Consenting Lenders. 
 (c) Expiration Date. Each Letter of Credit shall
expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a
Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof), and effective upon the date of such issuance (or, in the case of any Existing Letter of Credit, on the Effective Date), and without any further action on the
part of the Issuing Lender or the U.S. Lenders, the Issuing Lender hereby grants to each U.S. Lender, and each U.S. Lender hereby acquires from the Issuing Lender, a participation in such Letter of Credit equal to such U.S. Lender’s U.S.
Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Lender hereby absolutely and unconditionally agrees to pay to the General Administrative
Agent, for the account of the Issuing Lender, such U.S. Lender’s U.S. Commitment Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed on or before the date due as provided in paragraph (e) of this
Section 4.01, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each U.S. Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
U.S. Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Reimbursement. If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower
shall reimburse such LC Disbursement by paying to the General Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Borrower shall
have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 2:00 p.m.,
New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt or (ii) the Business Day immediately following
the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Company (on behalf of itself or the applicable Borrowing Subsidiary) may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a U.S. Revolving Loan or Swingline Loan in an equivalent amount and, to the extent so financed, such Borrower’s


  
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obligation to make such payment shall be discharged and replaced by the resulting U.S. Revolving Loan or Swingline Loan. If such Borrower fails to make such payment when due, the General
Administrative Agent shall notify each U.S. Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such U.S. Lender’s U.S. Commitment Percentage thereof. Promptly following receipt of such
notice, each U.S. Lender shall pay to the General Administrative Agent its U.S. Commitment Percentage of the payment then due from such Borrower, in the same manner as provided in Section 6.01 with respect to U.S. Revolving Loans made by such
U.S. Lender (and Section 6.01 shall apply, mutatis mutandis, to the payment obligations of the U.S. Lenders), and the General Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the
U.S. Lenders. Promptly following receipt by the General Administrative Agent of any payment from such Borrower pursuant to this paragraph, the General Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that
U.S. Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such U.S. Lenders and the Issuing Lender as their interests may appear. Any payment made by a U.S. Lender pursuant to this paragraph to reimburse the
Issuing Lender for any LC Disbursement (other than the funding of U.S. Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve such Borrower of its obligation to reimburse such LC Disbursement. 

(f) Obligations Absolute. Each applicable Borrower’s obligation to reimburse LC Disbursements as provided in
paragraph (e) of this Section 4.01 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of: 

(i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein;

 (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of
Credit or this Agreement; 
 (iii) the existence of any claim, setoff, defense or other right that any Borrower,
any other party guaranteeing, or otherwise obligated with, any Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Lender, the General
Administrative Agent or any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction; 
 (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

 (v) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit; and 

  
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 (vi) any other act or omission to act or delay of any kind of the Issuing
Lender, the Lenders, the General Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 4.01, constitute a legal
or equitable discharge of such Borrower’s obligations hereunder. 
 Neither the General Administrative Agent, the Lenders nor the Issuing
Lender nor any of their Affiliates, directors, officers, employees and agents, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder, including any of the circumstances specified in clauses (i) through (vi) above, as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under
or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided that
the foregoing shall not be construed to excuse the Issuing Lender from liability to such Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent
permitted by applicable law) suffered by such Borrower that are caused by the Issuing Lender’s failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that the Issuing Lender shall have exercised the agreed standard of care in the absence of gross negligence or wilful misconduct on the part of the Issuing Lender. Without
limiting the generality of the foregoing, it is understood that the Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit, without responsibility for further investigation,
regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit; provided that the Issuing Lender
shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit. 

(g) Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly notify the General Administrative Agent and such Borrower for whose account such Letter of Credit was issued by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse the Issuing
Lender and the U.S. Lenders with respect to any such LC Disbursement. 
 (h) Interim Interest. If the Issuing Lender
shall make any LC Disbursement, unless the Borrowers shall reimburse (including with the proceeds of Loans as provided in Section 4.01(e)) such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement at the rate per annum specified in Section 6.08(a); provided that, if the
Borrowers fail to reimburse (including with the proceeds of Loans as provided in Section 4.01(e)) such LC, Disbursement when due pursuant to paragraph (e) of this Section 4.01, then Section 6.08(d) shall apply. Interest accrued
pursuant to this paragraph shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any U.S. Lender pursuant to paragraph (e) of this Section 4.01 to reimburse the Issuing Lender
shall be for the account of such U.S. Lender to the extent of such payment. 

  
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 (i) Resignation or Removal of the Issuing Lender. The Issuing Lender may resign at
any time by giving at least 30 days’ prior written notice to the General Administrative Agent and the Company, and may be removed at any time by the Company by notice to the Issuing Lender and the General Administrative Agent. Upon the
acceptance of any appointment as the Issuing Lender hereunder by a Lender that shall agree to serve as successor Issuing Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing
Lender and the retiring Issuing Lender shall be discharged from its obligations to issue additional Letters of Credit hereunder. At the time such removal or resignation shall become effective, the Company shall pay all accrued and unpaid fees
pursuant to Section 6.07(c)(ii). The acceptance of any appointment as the Issuing Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Company and the General
Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Lender under this Agreement and the other Loan Documents and
(ii) references herein and in the other Loan Documents to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context
shall require. After the resignation or removal of the Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the
other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit. 
 (j) LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more
automatic increases in the stated amount thereof shall be deemed to be 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 the time of determination.

 ARTICLE V 
 Swingline Loans 
 SECTION 5.01. Swingline Loans. (a) Subject to
the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans under the U.S. Commitments to the Company or any Borrowing Subsidiary from time to time during the Revolving Availability Period in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the sum of the total U.S. Revolving Credit Exposures exceeding the total U.S. Commitments
or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company or any Borrowing Subsidiary may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be in an aggregate
amount that is not less than $100,000. Swingline Loans shall be ABR Loans. 

  
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 (b) To request a Swingline Loan, the Company (on behalf of itself or any Borrowing
Subsidiary) shall notify the General Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable
and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The General Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company (on behalf of
itself or any Borrowing Subsidiary). The Swingline Lender shall make each Swingline Loan available to such Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in Section 4.01, by remittance to the Issuing Lender) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan. 

(c) The Swingline Lender may by written notice given to the General Administrative Agent not later than 10:00 a.m., New York
City time, on any Business Day require the U.S. Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which U.S. Lenders
will participate. Promptly upon receipt of such notice, the General Administrative Agent will give notice thereof to each U.S. Lender, specifying in such notice such U.S. Lender’s U.S. Commitment Percentage of such Swingline Loan or Loans. Each
U.S. Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the General Administrative Agent, for the account of the Swingline Lender, such U.S. Lender’s U.S. Commitment Percentage of such
Swingline Loan or Loans. Each U.S. Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each U.S. Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 6.01 with respect to U.S. Revolving Loans made by such U.S. Lender (and Section 6.01 shall apply, mutatis
mutandis, to the payment obligations of the U.S. Lenders), and the General Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the U.S. Lenders. The General Administrative Agent shall notify the
Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the General Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from a Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the
General Administrative Agent; any such amounts received by the General Administrative Agent shall be promptly remitted by the General Administrative Agent to the U.S. Lenders that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof. 

  
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 ARTICLE VI 
 General Provisions Applicable to Loans 
 SECTION 6.01. Funding of
Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable Currency to the account of the Applicable Administrative Agent or an
Affiliate thereof, most recently designated by it for such purpose by notice to the Lenders, by 2:00 p.m., Local Time or, in the case of any Loan made to the Japanese Borrower by 12:00 noon, Local Time. The Applicable Administrative Agent will
make Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower maintained with the Applicable Administrative Agent (or such other account as may be designated by such
Borrower) in (i) New York City with respect to Loans made in Dollars to the U.S. Borrower, (ii) London with respect to Loans made to the European Borrower and Loans made in an Alternate Currency to the U.S. Borrower and (iii) Tokyo
with respect to Loans made to the Japanese Borrower, as the case may be. If a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, the Applicable Administrative Agent shall return the
amounts so received to the respective Lenders. 
 (b) Unless the Applicable Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing (or in the case of an ABR Borrowing, the proposed time that such Lender’s share of such ABR Borrowing must be made available to the Applicable Administrative Agent pursuant to
Section 6.01(a)) that such Lender will not make available to the Applicable Administrative Agent such Lender’s share of such Borrowing, the Applicable Administrative Agent may assume that such Lender has made such share available on such
date in accordance with paragraph (a) of this Section 6.01 and may, in reliance upon such assumption, make available to such Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Applicable Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Applicable Administrative Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Applicable Administrative Agent, at (i) in the case of such Lender, (A) in the case of Borrowings denominated
in Dollars, the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of Borrowings denominated in any
Alternate Currency, the interest rate reasonably determined by the Applicable Administrative Agent to reflect its cost of funds for the amount advanced by such Administrative Agent on behalf of such Lender, or (ii) in the case of such Borrower,
the interest rate on the applicable Borrowing; provided that no repayment by such Borrower pursuant to this sentence shall be deemed to be a prepayment for purposes of Section 6.11. If such Lender pays such amount to the Applicable
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 

  
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 SECTION 6.02. Interest Elections. (a) Each Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower or the Company (on its own behalf or
on behalf of any other Borrower) may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The applicable
Borrower or the Company (on its own behalf or on behalf of any other Borrower) may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued. 

(b) To make an election pursuant to this Section, the applicable Borrower or the Company (on its own behalf or on behalf of any other
Borrower) shall notify the Applicable Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower or the Company (on its own behalf or on behalf of any
other Borrower) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election; provided that an Interest Election Request delivered not later than 12:00 noon, Local Time, on the
Effective Date in respect of the conversion of an ABR Borrowing to a Eurocurrency Borrowing shall be effective on the second Business Day after the Effective Date. Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Interest Election Request in a form approved by the Applicable Administrative Agent and signed by the Company or the Applicable Borrower. 

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:

 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected
with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day; 
 (iii) in the case of Borrowings denominated in Dollars, whether the resulting
Borrowing is to be an ABR Borrowing or Eurocurrency Borrowing; and 
 (iv) if the resulting Borrowing is a
Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower or the
Company (on its own behalf or on behalf of any other Borrower) shall be deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt of an Interest Election Request, the Applicable Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each
resulting Borrowing. 

  
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 (e) If the Company or the applicable Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be (i) converted to
an ABR Borrowing if it is denominated in Dollars or (ii) continued as such with an Interest Period of one month if it is denominated in an Alternate Currency. 
 SECTION 6.03. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. 

(b) The Company may at any time terminate, or from time to time reduce, the Commitments of a Class; provided that (i) each
reduction of the Commitments of a Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000 and (ii) the Company shall not terminate or reduce the Commitments of such Class if, after giving effect to
any concurrent prepayment of the Revolving Loans of such Class, (i) the outstanding Revolving Credit Exposure of such Class would exceed the Commitment of such Class or (ii) the sum of the Revolving Credit Exposures plus the Competitive
Loan Exposures would exceed the total Commitments. 
 (c) The Company shall notify the General Administrative Agent, of any
election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the General Administrative Agent or an affiliate thereof shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable;
provided that a notice of termination of any Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice
to the General Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of any Commitments shall be made ratably among
the applicable Lenders in accordance with their respective applicable Commitments of the applicable Class. 
 SECTION 6.04.
Repayment of Loans; Evidence of Debt. (a) The Company and each Borrowing Subsidiary hereby unconditionally promises to pay to the General Administrative Agent for the account of each U.S. Lender (i) on the Maturity Date, the then
unpaid principal amount of the U.S. Revolving Loans of such Lender and (ii) the then unpaid principal amount of each Competitive Loan made by such U.S. Lender to such Borrower on the last day of the Interest Period applicable to such Loan.

 (b) Each of the Borrowers hereby unconditionally promises to pay to the Japanese Administrative Agent for the account of each
Japanese Lender (i) on the Maturity Date, the then unpaid principal amount of its Japanese Revolving Loans and (ii) the then unpaid principal amount of each Competitive Loan made by such Japanese Lender to such Borrower on the last day of
the Interest Period applicable to such Loan. 

  
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 (c) Each of the Borrowers hereby unconditionally promises to pay to the European
Administrative Agent for the account of each Multicurrency Lender (i) on the Maturity Date, the then unpaid principal amount of its Multicurrency Revolving Loans and (ii) the then unpaid principal amount of each Competitive Loan made by
such Multicurrency Lender to such Borrower on the last day of the Interest Period applicable to such Loan. 
 (d) Each Lender
shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder. 
 (e) Each Administrative Agent shall maintain a Register pursuant to
subsection 13.04(d) and an account for each applicable Lender in which it shall record (i) the amount of each Loan made hereunder and any promissory note evidencing such Loan, the Class and Type thereof (and, in the case of an Alternate
Currency Loan, the Currency) and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum
received by such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (f) The
entries made in the Register and the accounts of each Lender maintained pursuant to paragraphs (d) and (e) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein;
provided that the failure of any Lender or any Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this
Agreement. 
 (g) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event,
the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the General
Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.04) be represented by one or more promissory notes in such form payable to
the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its assigns). 

SECTION 6.05. Increase in Commitments. (a) The Company may, by written notice to the General Administrative Agent from time
to time (which notice the General Administrative Agent shall promptly forward to the Lenders), request that the Commitment of any Class be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth
the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of the requested increase and the date on which
such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each
Lender (other than a Defaulting Lender) of the affected Class the opportunity to increase its Commitment by its Applicable 

  
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Percentage of such Class of the proposed increased amount. Each Lender (other than a Defaulting Lender) of the affected Class shall, by notice to the Company and the General Administrative Agent
given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing
Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to
have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the General Administrative Agent’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their
Commitments by an aggregate amount less than the increase requested by the Company, the Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may
include any Lender (other than a Defaulting Lender), to extend Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not
already a Lender hereunder, shall be subject to the approval of the Administrative Agents (which approval shall not be unreasonably withheld), and the Borrowers and each Augmenting Lender shall execute all such documentation as the General
Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Commitments of any Class may be made in an amount which is less than the increase requested by the Company if the
Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. 
 (b) Each of the parties hereto hereby
agrees that the Administrative Agents may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments of any Class pursuant to Section 6.05(a), the outstanding Revolving Loans
(if any) of such Class are held by the Lenders in accordance with their new Applicable Percentages of such Class. This may be accomplished at the discretion of the General Administrative Agent by (i) requiring the outstanding Revolving Loans to
be prepaid with the proceeds of a new Revolving Borrowing of such Class, (ii) causing Non-Increasing Lenders to assign (at par, with accrued interest and fees) portions of their outstanding Revolving Loans of the affected Class to Increasing
Lenders and Augmenting Lenders, or (iii) any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 6.11, but shall otherwise be without premium or penalty. 

(c) Notwithstanding the foregoing, no increase in the total Commitment shall become effective under this Section 6.05 unless,
(i) on the date of such increase, the conditions set forth in paragraphs (c) and (d) of Section 8.02 shall be satisfied and the General Administrative Agent shall have received a certificate to that effect dated such date and
executed by the President, a Vice President or a Financial Officer of the Company, and (ii) the General Administrative Agent shall have received (with sufficient copies for each of the Lenders) legal opinions, board resolutions and certificates
consistent with those delivered on the Effective Date under paragraphs (b) and (e) of Section 8.01. 
 SECTION
6.06. Prepayment of Loans. (a) A Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided
that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. 

  
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 (b) A Borrower shall notify the General Administrative Agent and the Applicable
Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of prepayment, and
(ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of any Commitments as contemplated by Section 6.03, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 6.03. Promptly
following receipt of any such notice relating to a Borrowing, the Applicable Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in
the case of an advance of a Borrowing of the same Commitment and Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 6.08. 
 (c) If on the last day of any fiscal quarter of the Company for any reason the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeds the total Commitments then in
effect by more than 5%, the Borrowers shall, as soon as practicable but in no event later than three Business Days after learning thereof, or, as soon as practicable but in no event later than three Business Days after the request of the General
Administrative Agent, prepay Revolving Loans and cancel or reduce Letters of Credit, in an aggregate principal amount equal to the amount of the excess over the total Commitments. 

(d) If on the last day of any fiscal quarter of the Company for any reason the sum of the total Japanese Revolving Credit Exposures
exceeds the total Japanese Commitments then in effect by more than 5%, the Borrowers shall, as soon as practicable but in no event later than three Business Days after learning thereof, or, as soon as practicable but in no event later than three
Business Days after the request of the General Administrative Agent, prepay Japanese Revolving Loans in an aggregate principal amount equal to the amount of the excess over the Japanese Commitments. 

(e) If on the last day of any fiscal quarter of the Company for any reason the sum of the total Multicurrency Revolving Credit Exposures
exceeds the total Multicurrency Commitments then in effect by more than 5%, the Borrowers shall, as soon as practicable but in no event later than three Business Days after learning thereof, or as soon as practicable but in no event later than three
Business Days after the request of the General Administrative Agent, prepay Multicurrency Revolving Loans in an aggregate principal amount equal to the amount of the excess over the Multicurrency Commitments. 

(f) The Company and the other Borrowers will use reasonable efforts to implement and maintain internal controls to monitor the Borrowings
and repayments, with the object of preventing any request for a Borrowing that would cause conditions specified in the first sentence of each of Sections 2.01(a), (b) and (c) not to be satisfied. 

  
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 (g) The Administrative Agents shall not be obligated to calculate the Dollar Equivalent of
any Alternate Currency but may do so from time to time in their sole discretion. 
 SECTION 6.07. Fees. (a) The
Company agrees to pay to the General Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate set forth in the Pricing Grid from time to time on the daily amount of the Commitments of such
Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure after its
Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitments terminate to but excluding the date on which such Lender
ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date
to occur after the Effective Date; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (b) The Company agrees to
pay to the Administrative Agents, for their own account, the administrative, auction and other fees separately agreed upon between the Company and the Administrative Agents (collectively, the “Administrative Fees”). 

(c) The Company agrees to pay (i) to the General Administrative Agent for the account of each U.S. Lender (including the Issuing
Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurocurrency Revolving Loans on the average daily amount of such
U.S. Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the date on which such U.S. Lender ceases to have any LC Exposure
and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the U.S. Commitments terminate and any such fees accruing after the date on which the U.S. Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Lender pursuant to this paragraph shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). 

  
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 (d) All fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the General Administrative Agent for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 

SECTION 6.08. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the
Applicable Margin. 
 (b) The Loans comprising each Eurocurrency Borrowing shall bear interest (i) in the case of a
Eurocurrency Revolving Loan, at the Adjusted Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin or (ii) in the case of a Eurocurrency Competitive Loan, at the Adjusted Eurocurrency Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the Competitive Loan Margin applicable to such Loan. 
 (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan. 
 (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided
in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving
Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at time when the Alternate Base Rate is based on clause (a) of the first sentence of the definition of Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Eurocurrency Rate shall be determined by the General Administrative Agent, and such
determination shall be conclusive absent manifest error. 

  
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 (g) Notwithstanding anything to the contrary contained herein, Japanese Revolving Loans to
be made on the Effective Date in Japanese Yen may bear interest at the Yen Overnight Rate (computed on the basis of the actual number of days elapsed (including the first day and excluding the last) in a 365 day year) until such Japanese Revolving
Loans are converted into one or more Eurocurrency Borrowings with Interest Periods commencing on the second Business Day after the Effective Date. Such Interest Periods shall be specified in an Interest Election Request delivered not later than
12:00 p.m. noon, Local Time, on the Effective Date. Interest accrued on such Japanese Revolving Loans prior to the commencement of such Interest Period shall be payable on the second Business Day after the Effective Date. The Japanese Borrower shall
notify the Japanese Administrative Agent and the General Administrative Agent of its borrowing request (by telephone, with such telephonic borrowing request confirmed promptly in writing substantially in the form of Exhibit A-5) for such Japanese
Revolving Loans not later than 12:00 noon, Local Time, on the Effective Date. 
 SECTION 6.09. Alternate Rate of
Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: 
 (a) the General
Administrative Agent shall have determined (which determination shall be made in good faith and shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for the relevant
Currency for such Interest Period; or 
 (b) the General Administrative Agent is advised by the Required Lenders (or, in the
case of a Eurocurrency Competitive Loan, the Lender that is required to make such Loan) that the Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans (or its Loan) included in such Borrowing for such Interest Period; 
 then the General Administrative Agent shall give notice
thereof to the Company (on its own behalf or on behalf of the applicable Borrower) and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the General Administrative Agent notifies the Company (on its own behalf or
on behalf of the applicable Borrower) and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing, if denominated in Dollars, shall be made as an ABR Borrowing and, if denominated in any Alternate Currency, shall be
made as a Borrowing bearing interest at an interest rate reasonably determined by the General Administrative Agent to compensate the applicable Lenders for such Borrowing in such Currency for the applicable period and (iii) any request by the
Company (on its own behalf or on behalf of any other Borrower) or any other Borrower for a Eurocurrency Competitive Borrowing shall be ineffective; provided that (x) if the circumstances giving rise to such notice do not affect all the
Lenders, then requests by the Company for Eurocurrency Competitive Borrowings may be made to Lenders that are not affected thereby and (y) if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Type of
Borrowings shall be permitted. 

  
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 SECTION 6.10. Increased Costs. (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Lender (except for any such reserve requirement which is reflected in the Adjusted Eurocurrency Rate); 
 (ii) impose on any Lender, Issuing Lender, the London interbank market, the Tokyo interbank market or any other interbank market relevant to the funding of Loans in Alternate Currencies any other
condition affecting this Agreement or Eurocurrency Loans or Fixed Rate Loans made by such Lender; or 
 (iii)
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on its loans,
loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 
 and the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation
to make any such Loan) or issuing or participating in Letters of Credit by an amount deemed by such Lender or other Recipient to be material or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder
(whether of principal, interest or otherwise) by an amount deemed by such Lender or other Recipient to be material, then the applicable Borrower will pay to such Lender or other Recipient such additional amount or amounts as will compensate such
Lender or other Recipient for such additional costs actually incurred or reduction actually suffered. 
 (b) If any Lender or
Issuing Lender determines that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’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 Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement or the Loans or
participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy)
by an amount deemed by such Lender or Issuing Lender to be material, then from time to time the applicable Borrower will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such
Lender’s or Issuing Lender’s holding company for any such reduction suffered. 
 (c) A certificate of a Lender or
Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which
such amount or amounts shall have been determined, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or Issuing Lender the amount shown as due on any such
certificate within 10 days after receipt thereof. 

  
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 (d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or Issuing Lender pursuant to
this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or Issuing Lender notifies such Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above
shall be extended to include the period of retroactive effect thereof. 
 (e) Notwithstanding the foregoing provisions of this
Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of
the Competitive Bid pursuant to which such Loan was made. The obligations of the Borrowers under this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

SECTION 6.11. Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan
or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 6.06(b) and is revoked in accordance
therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by any Borrower pursuant to Section 6.14, then, in any such event, the applicable Borrower shall compensate each Lender for the out-of-pocket loss, cost and expense attributable to such event. In the case of a
Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the present value of the excess, if any, of (i) its cost of obtaining the funds for the Loan being paid, prepaid,
refinanced or not borrowed (assumed to be the Eurocurrency Rate applicable thereto) for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in
the case of a failure to borrow or refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such
Lender in reemploying the funds so paid, prepaid or not borrowed or refinanced for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Borrowers under this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. 

  
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 SECTION 6.12. Taxes. (a) Any and all payments to the Lenders or the
Administrative Agents hereunder by a Borrower or on behalf of any Borrower shall be made free and clear of and without deduction for any and all current or future Taxes or Other Taxes, except as required by applicable law. If under any applicable
law the relevant Borrower shall be required to deduct any Indemnified Tax from or in respect of any sum payable hereunder to any Lender or any Administrative Agent, (i) the sum payable shall be increased by the amount (an “Additional
Amount”) necessary so that after making all required deductions (including deductions applicable to Additional Amounts payable under this Section 6.12) such Recipient (as the case may be) shall receive an amount equal to the sum it
would have received had no such deductions been made, (ii) the relevant Borrower shall make such deductions and (iii) the relevant Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law. 
 (b) In addition, the relevant Borrower (or the Company, as applicable) shall pay to the relevant Governmental
Authority in accordance with applicable law any Other Taxes. 
 (c) The relevant Borrower (or the Company, as applicable) shall
indemnify each Lender (or participant) and each Administrative Agent for the full amount of Indemnified Taxes paid by such Lender (or participant) or such Administrative Agent, as the case may be, and any liability (including penalties, interest and
expenses (including reasonable attorney’s fees and expenses)) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability prepared by a Lender, or an Administrative Agent on its behalf and setting forth in reasonable detail the manner in which such amount shall have been determined, absent manifest error, shall be final, conclusive
and binding for all purposes. Such indemnification shall be made within 30 days after the date the Lender or the Administrative Agent, as the case may be, makes written demand therefor, which written demand shall be made within 60 days of
the date such Lender or Administrative Agent receives written demand for payment of such Indemnified Taxes from the relevant Governmental Authority. 
 (d) Each Lender shall severally indemnify each Administrative Agent, within 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that no
Borrower has already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of
Section 13.04(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Administrative Agent 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 any Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Each Lender hereby authorizes each Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by such Administrative Agent to the Lender from any other source against any amount due to such Administrative Agent under this paragraph (d). 

  
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 (e) If a Lender (or participant) or an Administrative Agent receives a refund, which in its
reasonable judgment is in respect of any Indemnified Taxes as to which it has been indemnified by the relevant Borrower or with respect to which the relevant Borrower has paid Additional Amounts pursuant to this Section 6.12, it shall within
30 days from the date of such receipt pay over such refund to the relevant Borrower (but only to the extent of indemnity payments made, or Additional Amounts paid, by the relevant Borrower under this Section 6.12 with respect to the
Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender (or participant) or such Administrative Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the relevant Borrower, upon the request of such Lender (or participant) or such Administrative Agent, agrees to repay the amount paid over to the relevant Borrower (plus penalties, interest or other
charges) to such Lender (or participant) or such Administrative Agent in the event such Lender (or participant) or such Administrative Agent is required to repay such refund to such Governmental Authority. 

(f) As soon as practicable after the date of any payment of Indemnified Taxes by the relevant Borrower to the relevant Governmental
Authority, the relevant Borrower will deliver to the Applicable Administrative Agent at its address referred to in Section 13.01, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof.

 (g) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in
this Section 6.12 shall survive the payment in full of the principal of and interest on all Loans made hereunder. 
 (h)
Each Lender (or participant) that is not a United States Person as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Company and the Applicable Administrative Agent two copies of either
(i) United States Internal Revenue Service Form W-8BEN or W8ECI or any subsequent or substitute versions thereof or successors thereto or (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under
Section 871 (h) or 881 (c) of the Code with respect to payments of “portfolio interest,” a Form W-8BEN, or any subsequent or substitute versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a
Form W-8BEN pursuant to this clause (ii), a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of
Section 881(c)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related to the Company (within the meaning of Section 881(c)(3)(C) of the Code)), in each case properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Company under this Agreement. Each Lender (or participant) that is a U.S. Person as defined in Section 7701(a)(30) of the Code
shall deliver to the Company and the Applicable Administrative Agent two copies of Internal Revenue Service Form W-9, or any subsequent or substitute versions thereof or successors thereto, certifying that such Lender (or participant) is entitled to
a complete exemption from U.S. Federal backup withholding tax on payments made pursuant to this Agreement. Such forms shall be delivered 

  
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by each Lender on or before the date it becomes a party to this Agreement (or, in the case of a participant, on or before the date such participant becomes a participant hereunder) and on or
before the date, if any, such Lender changes its applicable lending office by designating a different lending office (a “New Lending Office”), unless each of the applicable lending office prior to such designation and the New
Lending Office are located within the United States. In addition, each Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender. Notwithstanding any other provision of this
Section 6.12(h), a Lender shall not be required to deliver any form pursuant to this Section 6.12(h) that such Lender is not legally able to deliver. 
 (i) A Lender (or participant) that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which a Borrower (other than the Company) is located, or
any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, shall deliver to such Borrower (with a copy to the Applicable Administrative Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender (or participant) is
legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender (or participant).

 (j) 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 applicable Borrower and the
Applicable Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or such 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 such Borrower or such Administrative Agent as may be necessary for such Borrower and such Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (j), “FATCA” shall
include any amendments made to FATCA after the Effective Date. 
 (k) The relevant Borrower shall not be required to indemnify
any Lender, or to pay any Additional Amounts to any Lender, in respect of any withholding tax pursuant to paragraph (a) or (c) above to the extent that (i) the obligation to withhold amounts with respect to such withholding tax was in
effect and would apply to amounts payable to such Lender on the date such Lender became a party to this Agreement (or, in the case of a participant, on the date such participant became a participant hereunder) or, with respect to payments to a New
Lending Office, the date such Lender designated such New Lending Office with respect to a Loan or, with respect to payments by a Borrower pursuant to a Competitive Loan, as of the date the Company accepts a Competitive Bid pursuant to
Section 3.01(d); provided, however, that this clause (i) shall not apply to any Lender (or participant) if the assignment, participation, transfer or designation of a New Lending Office was made at the request of the relevant
Borrower; and provided further, however, that this clause (i) shall not apply (x) to the extent the indemnity 

  
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payment or Additional Amounts any Lender (or participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or Additional Amounts that the
Lender (or participant) making the assignment, participation, transfer or designation of such New Lending Office would have been entitled to receive in the absence of such assignment, participation, transfer or designation or (y) to the extent
the obligation to withhold such amounts is an obligation of, or an obligation in respect of payments made by, a Borrowing Subsidiary that becomes a Borrowing Subsidiary after the Effective Date, or (ii) the obligation to pay such Additional
Amounts would not have arisen but for a failure by such Lender (or participant) to comply with the provisions of paragraph (h), (i) or (j) of this Section 6.12. 

(l) Any Lender (or participant) claiming any indemnity payment or Additional Amounts payable pursuant to this Section 6.12 shall use
reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the relevant Borrower or to change the jurisdiction of its applicable lending office if the making of such
a filing or change would avoid the need for or reduce the amount of any such indemnity payment or Additional Amounts that may thereafter accrue and would not, in the sole determination of such Lender (or participant), be otherwise disadvantageous to
such Lender (or participant). 
 (m) Nothing contained in this Section 6.12 shall require any Lender (or participant) or
any Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). 
 (n) For the purposes of this Section 6.12, the term “Lender” shall include any Issuing Lender. 
 SECTION 6.13. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees,
or of amounts payable under Section 6.10, 6.11 or 6.12, or otherwise) prior to 3:00 p.m., Local Time or, in the case of any Revolving Loan made to the Japanese Borrower, by 12:00 noon Local Time at the place of payment, on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent, be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All such payments shall be made to the Applicable Administrative Agent at its offices referred to in Section 13.01, or such other location as such Administrative Agent shall designate from time to
time, except that payments pursuant to Sections 6.10, 6.11 or 6.12 and 13.05 shall be made directly to the Persons entitled thereto. The Applicable Administrative Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of
any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in the Currency in which the applicable payment obligation is due. 

  
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 (b) If at any time insufficient funds are received by and available to the Applicable
Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal (including reimbursement of LC Disbursements) then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties. 
 (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or in respect of its interest in any Letters of Credit resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and accrued interest thereon or its interest in Letters of Credit than the proportion received by any other Lender participating in such Loan or Letters of Credit, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Revolving Loans and Letters of Credit of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by such Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and Letters of Credit; provided that (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by
any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than
to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation. 
 (d) Unless the Applicable Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Applicable Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Applicable Administrative Agent may assume that such Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Applicable Lenders severally agrees to repay
to the Applicable Administrative Agent forthwith on demand the amount so distributed to such Lenders 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
Applicable Administrative Agent, (i) if the relevant amount is denominated in Dollars, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Administrative Agent in accordance with banking industry rules on
interbank compensation and (ii) if the relevant amount is denominated in any other Currency, at the interest rate reasonably determined by the Applicable Administrative Agent to reflect the cost of funds for the amount paid by such
Administrative Agent on behalf of such Borrower. 

  
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 (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 6.01(b), 6.12(d) or 6.12(e), then the Applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by such Administrative Agent for the account of such
Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

SECTION 6.14. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under
Section 6.10, or if any Borrower is required to pay any Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 6.12, then such Lender shall use reasonable efforts to file any
certificate or document requested by the applicable Borrower (consistent with legal and regulatory restrictions), 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, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 6.10 or 6.12, as the case may be, in the future
and (ii) would not otherwise be disadvantageous to such Lender. 
 (b) If (i) any Lender requests compensation under
Section 6.10, (ii) any Borrower is required to pay any Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 6.12, (iii) any Lender becomes a Defaulting Lender,
(iv) any Lender becomes a Declining Lender, (v) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement requested by the Company that requires the consent of a greater percentage of the Lenders than
the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders or (vi) any Lender provides notice of the type described in the proviso to the first sentence of Section 2.04, then, in each
case, the Company may, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.04), all its
interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it and any and all rights and interests related thereto) to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment and, in the case of clause (v) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); provided that (1) the Company shall have
received the prior written consent of the Administrative Agents which consent shall not unreasonably be withheld or delayed, (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 6.11), from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the applicable Borrower (in the case of all other amounts), (3) in the case of any such assignment resulting from a claim for compensation under Section 6.10 or payments required to be made pursuant to Section 6.12, such assignment
will result in a reduction in such compensation or payments and (4) in the case of any such assignment resulting from a Lender being a Declining Lender, the assignee shall have agreed to the applicable Maturity Date Extension Request.


  
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 SECTION 6.15. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) facility fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 6.07(a); 

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required
Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 13.07); provided that any
amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 13.07, require the consent of such Defaulting Lender in accordance with the terms
hereof; 
 (c) if any Swingline Exposure or LC Exposure exists at the time any U.S. Lender becomes a Defaulting Lender (such
Defaulting Lender, a “U.S. Defaulting Lender”), then: 
 (i) all or any part of the Swingline
Exposure (other than any portion thereof with respect to which such U.S. Defaulting Lender shall have funded its participation as contemplated by Section 5.01(c)) and LC Exposure (other than any portion thereof attributable to unreimbursed LC
Disbursements with respect to which such U.S. Defaulting Lender shall have funded its participation as contemplated by Sections 4.01(e) and 4.01(f)) of such U.S. Defaulting Lender shall be reallocated among the U.S. non-Defaulting Lenders in
accordance with their respective U.S. Commitment Percentages but only to the extent that the sum of all U.S. non-Defaulting Lenders’ U.S. Revolving Credit Exposures plus such U.S. Defaulting Lender’s Swingline Exposure and LC Exposure does
not exceed the sum of all U.S. non-Defaulting Lenders’ U.S. Commitments; 
 (ii) if the reallocation
described in clause (i) above cannot, or can only partially, be effected, the Company shall within one Business Day following notice by the General Administrative Agent (A) first, prepay the portion of such U.S. Defaulting Lender’s
Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Lender the portion of such U.S. Defaulting Lender’s LC Exposure that has not been reallocated for so long as such LC
Exposure is outstanding; 
 (iii) if the Company cash collateralizes any portion of such U.S. Defaulting
Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay participation fees to such U.S. Defaulting Lender pursuant to Section 6.07(c) with respect to such portion of such U.S. Defaulting
Lender’s LC Exposure for so long as such U.S. Defaulting Lender’s LC Exposure is cash collateralized; 

(iv) if any portion of the LC Exposure of such U.S. Defaulting Lender is reallocated pursuant to clause (i) above,
then the fees payable to the Lenders pursuant to Sections 6.07(a) and 6.07(c) shall be adjusted to give effect to such reallocation; and 

  
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 (v) if all or any portion of such U.S. Defaulting Lender’s LC Exposure
is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all participation fees payable under
Section 6.07(c) with respect to such U.S. Defaulting Lender’s LC Exposure shall be payable to the Issuing Lender until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and 

(d) so long as such Lender is a U.S. Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the
Issuing Lender shall not be required to issue, amend, renew or extend any Letter of Credit, unless, in each case, it is satisfied that the related exposure and the U.S. Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as
applicable, will be fully covered by the Commitments of the U.S. non-Defaulting Lenders and/or cash collateral provided by the Borrower in accordance with Section 6.16(c), and participating interests in any such funded Swingline Loan or in any
such issued, amended, renewed or extended Letter of Credit will be allocated among the U.S. non-Defaulting Lenders in a manner consistent with Section 6.15(c)(i) (and such U.S. Defaulting Lender shall not participate therein). 

In the event that (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as
such Bankruptcy Event shall continue or (ii) the Swingline Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to
extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend, renew or extend any Letter of Credit, unless the Swingline Lender or the Issuing Lender, as
applicable, shall have entered into arrangements with the Company or the applicable Lender, satisfactory to the Swingline Lender or the Issuing Lender, as applicable, to defease any risk to it in respect of such Lender hereunder. 

In the event that the General Administrative Agent, the Company, the Swingline Lender and the Issuing Lender each agrees that a
Defaulting Lender has adequately remedied all matters that caused the applicable Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s U.S.
Commitment and on such date such Lender shall purchase at par such of the U.S. Revolving Loans and Swingline Loans of the other Lenders as the General Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans
in accordance with its U.S. Commitment Percentage. 
 ARTICLE VII 

Representations and Warranties 
 The Company represents and warrants to each of the Lenders and each of the Administrative Agents that: 
 SECTION 7.01. Organization; Powers. Each Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted and (c) is qualified to do business in every jurisdiction where such qualification is required, except
where the failure so to qualify would not result in a Material Adverse Effect. Each Borrower has the corporate power and authority to execute and deliver this Agreement (or, in the case of the Borrowing Subsidiaries, the Borrowing Subsidiary
Agreements), to perform its obligations under this Agreement and to borrow hereunder. 

  
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 SECTION 7.02. Authorization. The Transactions (a) are within each
Borrower’s corporate powers and have been duly authorized by all requisite corporate action and (b) do not (i) violate (A) any provision of any law, statute, rule or regulation (including, without limitation, the Margin
Regulations), (B) any provision of the certificate of incorporation or other constitutive documents or by-laws of the Company or any Subsidiary, (C) any order of any Governmental Authority or (D) any provision of any indenture,
agreement or other instrument to which the Company or any Subsidiary is a party or by which it or any of its property is or may be bound, (ii) conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any lien upon any property or assets of the Company or any Subsidiary other than, in the case of clauses (i)(A), (i)(C),
(i)(D), (ii) and (iii), any such violations, conflicts, breaches, defaults or liens that, individually or in the aggregate, would not have a Material Adverse Effect. 
 SECTION 7.03. Enforceability. This Agreement has been duly executed and delivered by each of the Borrowers and constitutes, and each other Loan Document constitutes or, when executed and delivered,
will constitute, a legal, valid and binding obligation of each Borrower hereto or thereto, enforceable in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)). 

SECTION 7.04. Governmental Approvals. No action, consent or approval of, registration or filing with or other action by any
Governmental Authority is required in connection with the Transactions except such as have, or on or prior to the Effective Date will have, been obtained or made and are in full force and effect or except for the failure of which to obtain could not
reasonably be expected to have a Material Adverse Effect. 
 SECTION 7.05. Financial Statements; No Material Adverse
Effect. (a) The Company has heretofore furnished to the Administrative Agents and the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended
December 31, 2011, reported on by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and
its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. 
 (b) Since December 31,
2011, there has been no material adverse effect on the business, operations, properties or financial condition of the Company and its Subsidiaries, taken as a whole. 

  
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 SECTION 7.06. Litigation, Compliance with Laws. (a) There are no actions,
proceedings or investigations filed or (to the knowledge of the Company) threatened against the Company or any Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which question the validity or legality of
this Agreement, the Transactions or any action taken or to be taken pursuant to this Agreement and no order or judgment has been issued or entered restraining or enjoining the Company from the execution, delivery or performance of this Agreement nor
is there any other action, proceeding or investigation filed or (to the knowledge of the Company) threatened against the Company or any Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal as to which there
is a reasonable likelihood of an adverse determination and that, if adversely determined, would be reasonably likely to result in a Material Adverse Effect. 
 (b) Neither the Company nor any Subsidiary is in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such
violation or default would be reasonably likely to result in a Material Adverse Effect. 
 SECTION 7.07. Federal Reserve
Regulations. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose which entails a violation of, or which is inconsistent with, the provisions of
the Margin Regulations. 
 SECTION 7.08. Taxes. The Company and the Subsidiaries have filed or caused to be filed all
Federal and material state, local and foreign Tax returns which are required to be filed by them, and have paid or caused to be paid all material Taxes required to have been paid by them, other than any Taxes or assessments the validity of which is
being contested in good faith by appropriate proceedings, and with respect to which appropriate accounting reserves have, to the extent required by GAAP, been set aside. 
 SECTION 7.09. Employee Benefit Plans. The present aggregate value of accumulated benefit obligations of each Plan and each foreign employee pension benefit plan required to be funded (based on
those assumptions used for disclosure of such obligations in corporate financial statements in accordance with GAAP) did not, as of the most recent statements available, exceed the aggregate value of the assets for each plan by an amount in the
aggregate for all such plans that would reasonably be expected to have a Material Adverse Effect. Except as would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect, (a) no ERISA Termination Event has
occurred and (b) each Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations. 

SECTION 7.10. Environmental and Safety Matters. Other than exceptions to any of the following that would not in the aggregate have
a Material Adverse Effect: (a) the Company and the Subsidiaries comply and have complied with all applicable Environmental and Safety Laws; (b) there are and have been no Hazardous Substances at any property owned, leased or operated by
the Company now or in the past, or at any other location, that could reasonably be expected to result in liability of the Company or any Subsidiary under any Environmental and Safety Law or result in costs to any of them arising out of any
Environmental and Safety Law; (c) there are no past, present, or, to the knowledge of the Company and the Subsidiaries, anticipated future events, conditions, circumstances, practices, plans, or legal


  
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requirements that could reasonably be expected to prevent the Company or any of the Subsidiaries from, or increase the costs to the Company or any of the Subsidiaries of, complying with
applicable Environmental and Safety Laws or obtaining or renewing all material permits, approvals, authorizations, licenses or permissions required of any of them pursuant to any such law; and (d) neither the Company nor any of the Subsidiaries
has retained or assumed, by contract or operation of law, any liability, fixed or contingent, under any Environmental and Safety Law. 
 SECTION 7.11. Properties. (a) Each of the Company and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property that are material to the business
of the Company and its Subsidiaries taken as a whole, except for defects in title that could not reasonably be expected to result in a Material Adverse Effect. 
 (b) Each of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property that are material to the business of the Company
and its Subsidiaries taken as a whole, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 
 SECTION 7.12. Investment Company Status. Neither the Company nor any
of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 
 SECTION 7.13. Boryokudan. Neither the Company nor any Japanese Borrower falls under, at present, an organized crime group (“Boryokudan”), a member of a Boryokudan
(“Boryokudanin”), a Person for whom five years have not passed since ceasing to be a Boryokudanin, a sub-member of a Boryokudan (“Boryokudan jyunkoseiin”), a corporation related to a Boryokudan
(“Boryokudan kanren gaisha”), a racketeer attempting to extort money from a company by threatening to cause trouble at the general stockholders’ meeting (“Soukaiya”) or advocating social causes (“Shakai
undou nado hyoubou goro”), or a special intelligence organized crime group (“Tokusyu chinou boryoku syudan”), or a Person or organization equivalent to any of the above howsoever described (collectively,
“Boryokudan, Etc.”) or any of the following subparagraphs, nor will it in the future have: 
 (a) relationships
in which its management is considered to be controlled by Boryokudan, Etc.; 
 (b) relationships in which Boryokudan,
Etc. are considered to be substantially involved in its management; 
 (c) relationships in which it is considered to
utilize unlawfully Boryokudan, Etc. for purposes of securing unjust interests for itself, its own company or third parties or for causing damage to third parties; 
 (d) relationships in which it is considered to offer funds or provide benefits to Boryokudan, Etc.; or 

  
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 (e) officers or persons substantially involved in management that have relationships with
the Boryokudan, Etc. 
 ARTICLE VIII 
 Conditions 
 SECTION 8.01. Effective Date. The Credit Agreement
shall become effective upon the satisfaction of the following conditions: 
 (a) The General Administrative Agent (or its
counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 
 (b)
The General Administrative Agent shall have received, with a counterpart or copy for each Lender, such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and
good standing of each Borrower, the authorization of the Transactions and other legal matters relating to the Borrowers, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent
and its counsel. 
 (c) The representations and warranties of each Borrower set forth in the Loan Documents shall be true and
correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier or later date, no Default shall have occurred and be continuing and the General Administrative Agent shall have
received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. 
 (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by any Borrower hereunder or under any Loan Document. 
 (e) The
General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from Faegre Baker Daniels LLP, U.S. counsel for the Borrowers,
substantially in the form of Exhibit C and covering such other matters relating to the Borrowers, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such
counsel to deliver such opinion. 
 (f) The General Administrative Agent shall have received updated schedules to the Existing
Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. 

  
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 (g) Substantially simultaneous with the initial Borrowings to be made on the Effective Date
(in respect of which the General Administrative Agent and the Applicable Administrative Agent shall have received one or more Borrowing Requests in accordance with Section 2.03), (i) the commitments under the Existing Credit Agreement
shall be terminated (and all loans (if any) outstanding thereunder and other amounts due in respect thereof paid in full), and (ii) the Borrowers shall pay to the Administrative Agents for the accounts of the lenders and issuing lenders
entitled thereto all accrued fees and expenses payable under the Existing Credit Agreement to but excluding the Effective Date. 

(h) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. 

SECTION 8.02. Conditions to All Other Extensions of Credit. The obligation of each Lender to make a Loan on the occasion of any
Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lender to issue, amend, renew or extend any Letter of
Credit is subject to the satisfaction of the following conditions: 
 (a) The General Administrative Agent and the Applicable
Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03. 
 (b) The Effective Date
shall have occurred. 
 (c) The representations and warranties of each Borrower set forth in the Loan Documents (other than, in
the case of a Borrowing the sole purpose of which is to refinance maturing commercial paper, the representations and warranties set forth in Sections 7.05(b) and 7.06(a)) shall be true and correct on and as of the date of any such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier or later date. 

(d) At the time of and immediately after giving effect to such Borrowing, or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing. 
 Each Borrowing and the issuance, amendment, renewal or extension
of each Letter of Credit shall be deemed to constitute a representation and warranty by the Company on the date thereof as to the matters specified in paragraphs (c) and (d) of this Section. 

SECTION 8.03. Initial Borrowing by Each Borrowing Subsidiary. The obligation of each Lender to make a Loan on the occasion of the
first Borrowing by each Borrowing Subsidiary is subject to the satisfaction of the condition that the General Administrative Agent (or its counsel) shall have received a Borrowing Subsidiary Agreement properly executed by such Borrowing Subsidiary
and the Company, and the Applicable Administrative Agent shall have received all documentation and information reasonably requested by it and required under applicable “know your customer” and similar laws and regulations. 

  
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 ARTICLE IX 
 Affirmative Covenants 
 The Company covenants and agrees with each Lender
and each Administrative Agent that so long as this Agreement shall remain in effect or the principal of or interest on any Loan, any fees or any other amounts payable hereunder shall be unpaid or any Letter of Credit remains outstanding, unless the
Required Lenders shall otherwise consent in writing, it will, and will cause each of the Subsidiaries to, on and after the Effective Date: 
 SECTION 9.01. Existence. Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate, partnership and/or limited liability company existence and its
rights and franchises that are material to the business of the Company and its Subsidiaries as a whole, except as expressly permitted under Section 10.01 or 10.06 and except, in the case of any Subsidiary, where the failure to do so would not
result in a Material Adverse Effect. 
 SECTION 9.02. Business and Properties. Comply in all respects with all applicable
laws, rules, regulations and orders of any Governmental Authority (including Environmental and Safety Laws and ERISA), whether now in effect or hereafter enacted except instances that could not, in the aggregate, reasonably be expected to result in
a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of the business of the Company and its Subsidiaries as a whole and keep such property in good repair, working order and condition and from time to
time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where
the failure to do so would not result in a Material Adverse Effect. 
 SECTION 9.03. Financial Statements, Reports, Etc.
Furnish to the Administrative Agents for distribution to each Lender (except in the case of the materials required by paragraphs (d) below, which shall only be furnished to the General Administrative Agent, the Japanese Administrative Agent and
the Japanese Lenders): 
 (a) within 105 days after the end of each fiscal year, its annual report on Form 10-K as
filed with the SEC, including its consolidated balance sheet and the related consolidated earnings statement showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such
year, all audited by PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants to the effect that such consolidated
financial statements fairly present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP; 
 (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance
sheet and related consolidated earnings statement, showing its consolidated financial condition as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the
fiscal year (and each delivery of such statements shall be deemed a representation that such statements fairly present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP, subject to
normal year-end audit adjustments and the absence of footnotes); 

  
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 (c) concurrently with any delivery of financial statements under paragraph (a) or
(b) above, a certificate of a Financial Officer (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto and (ii) demonstrating in reasonable detail calculation of the covenant set forth in Section 10.04 as of the last day of the period covered by such financial statements; 

(d) promptly after the same become publicly available, copies of all reports on Form 8-K filed by it with the SEC, or any
Governmental Authority succeeding to any of or all the functions of the SEC, or copies of all reports distributed to its shareholders, as the case may be; and 
 (e) promptly, from time to time, such other information as any Lender shall reasonably request through the General Administrative Agent (it being understood that the Company shall not be required to
provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure). 

Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Company provides notice
(reasonably identifying where the applicable disclosure may be obtained) to the General Administrative Agent that such information has been posted on the Company’s website on the internet at www.zimmer.com, or on the SEC’s website on the
internet at www.sec.gov or at another website identified in such notice and accessible by the Lenders without charge. 
 SECTION
9.04. Insurance. Keep its insurable properties adequately insured at all times by financially sound and reputable insurers (which may include captive insurers), and maintain such other insurance or self insurance (including product liability
insurance), to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies similarly situated and in the same or similar businesses. 

SECTION 9.05. Obligations and Taxes. Pay and discharge promptly when due all material taxes, assessments and governmental charges
imposed upon it or upon its income or profits or in respect of its property, in each case before the same shall become delinquent or in default and before penalties accrue thereon, unless and to the extent that the same are being contested in good
faith by appropriate proceedings and adequate reserves with respect thereto shall, to the extent required by GAAP, have been set aside. 
 SECTION 9.06. Litigation and Other Notices. Give the General Administrative Agent written notice of the following within ten Business Days after any executive officer of the Company obtains
knowledge thereof: 
 (a) the filing or commencement of any action, suit or proceeding which the Company reasonably expects to
result in a Material Adverse Effect; 

  
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 (b) any Event of Default or Default, specifying the nature and extent thereof and the action
(if any) which is proposed to be taken with respect thereto; and 
 (c) any change in any of the Ratings. 

provided, that in each case the Company shall not be required to provide separate notice of any event disclosed in any report promptly filed with
the SEC if the Company has provided notice to the General Administrative Agent in accordance with the last paragraph of Section 9.03 as long as the Company has provided notice reasonably identifying where the applicable disclosure may be
obtained to the General Administrative Agent that such information has been posted. 
 SECTION 9.07. Books and Records.
(a) Keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities and (b) permit any representatives designated by the General
Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and (in the presence
of officers of a Borrower, whether by phone or in person) its independent accountants (in each case subject to the Company’s obligations under applicable confidentiality provisions), all at such reasonable times and as often as reasonably
requested, all at the expense of the applicable Lenders; provided that during the continuation of any Default (x) any expense of the Lenders in connection with the foregoing shall be for the account of the Company and (y) Lenders
shall be permitted to discuss the affairs, finances and condition of the Company and its Subsidiaries without officers of the Borrowers being present. 
 SECTION 9.08. Use of Proceeds. All proceeds of the Loans shall be used for general corporate purposes. 
 ARTICLE X 
 Negative Covenants 

The Company covenants and agrees with each Lender and each Administrative Agent that so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any fees or any other amounts payable hereunder shall be unpaid or any Letter of Credit remains outstanding, unless the Required Lenders shall otherwise consent in writing, it will not, and will not permit
any of the Subsidiaries to, on and after the Effective Date: 
 SECTION 10.01. Consolidations, Mergers, and Sales of
Assets. (a) Consolidate or merge with or into any other Person or liquidate, wind up or dissolve (or suffer any liquidation or dissolution) or (b) sell, or otherwise transfer (in one transaction or a series of transactions), or permit
any Subsidiary to sell, or otherwise transfer (in one transaction or a series of transactions), all or substantially all of the assets of the Company and the Subsidiaries, taken as a whole, to any other Person; provided that (i) the
Company may merge or consolidate with another Person if the Company is the corporation surviving such merger or consolidation, (ii) a Subsidiary may merge or consolidate with another Person if (A) the Company is the surviving corporation
if the Company is a party to such merger or consolidation or (B) the survivor of such merger or 

  
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consolidation (in the event that it is not the Subsidiary) shall assume all of the payment and performance obligations of such Subsidiary on terms reasonably satisfactory to the General
Administrative Agent and (iii) immediately after giving effect to any such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided, however, that the foregoing restrictions of this
Section 10.01 shall not apply to transactions permitted under Section 10.06 or 10.08. 
 SECTION 10.02. Liens.
Create, assume or suffer to exist any Lien upon any property, except that the foregoing shall not prevent the Company or any Subsidiary from creating, assuming or suffering to exist any of the following Liens: 

(a) Liens existing on the Effective Date and set forth on Schedule 10.02 hereof; 

(b) any Lien existing on property owned or leased by any Person at the time it becomes a Subsidiary, provided that such Lien was
not created in anticipation of such person becoming a Subsidiary; 
 (c) any Lien existing on property at the time of the
acquisition thereof by the Company or any Subsidiary, provided that such Lien was not created in anticipation of such acquisition; 
 (d) Liens on property acquired, constructed or improved by the Company or any Subsidiary; provided that the Debt secured thereby does not exceed 80% of the cost of acquiring, constructing or
improving such property and such Liens do not apply to any other property of the Company or any Subsidiary; 
 (e) Liens on
receivables and the proceeds thereof securing any Permitted Receivables Securitization; 
 (f) any Liens securing Debt of a
Subsidiary owing to the Company or to another Subsidiary; 
 (g) Liens for taxes, assessments or governmental charges or levies
not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with
GAAP; 
 (h) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business that are not more than 60 days delinquent in accordance with their terms or that are being contested in good faith by appropriate proceedings; 

(i) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or self-insurance arrangements; 

  
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 (j) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 
 (k) easements, rights-of-way, restrictions, licenses, reservations, utility easements and other similar encumbrances imposed by law or incurred in the ordinary course of business that, do not materially
detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, considered as a whole; 

(l) any interest or title of a lessor under any lease entered into by the Company or any Subsidiary in the ordinary course of its
business and covering only the assets so leased; 
 (m) attachment or judgment Liens in respect of judgments or decrees that
have been vacated, discharged or stayed within 30 days from the entry thereof; and attachment or judgment Liens in respect of judgments or decrees that have been bonded pending appeal within 30 days from the entry thereof and which do not
exceed $75,000,000 in the aggregate; 
 (n) Liens arising from precautionary U.C.C. financing statement filings with respect to
operating leases or consignment arrangements entered into by the Company or any Subsidiary in the ordinary course of business; 

(o) customary Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off)
held by such banking institutions incurred in the ordinary course of business and that are within the general parameters customary in the banking industry; 
 (p) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (a) through (o) above, so long as the
principal amount of the Debt or other obligations secured thereby does not exceed the principal amount of Debt or obligations so secured at the time of such extension, renewal or replacement (except that, where an additional principal amount of Debt
is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) and such Lien is limited to the same property subject to the Lien so
extended, renewed or replaced (and improvements on such property); and 
 (q) any Lien not permitted by clauses (a) through
(p) above securing Debt which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries which would otherwise be subject to the foregoing restrictions and the aggregate Value of their
existing Sale and Leaseback Transactions which would be subject to the restrictions of Section 10.02 but for this clause (q), does not at any time exceed 10% of Consolidated Net Tangible Assets. 

SECTION 10.03. Limitation on Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction, or permit any
Subsidiary to do so, unless the Company or such Subsidiary would be entitled to incur Debt, in a principal amount equal to the Value of such Sale and Leaseback Transaction, which is secured by Liens on the property to be leased without violating
Section 10.02. 

  
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 SECTION 10.04. Financial Condition Covenant. Permit the Consolidated Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the Company to exceed 3.0 to 1.0. 
 SECTION 10.05.
Indebtedness. Permit Subsidiaries of the Company to create, issue, incur, assume, become liable in respect of or suffer to exist any Debt (other than Permitted Debt and Debt created under this Agreement and the other Loan Documents) in an
aggregate principal amount exceeding $125,000,000 outstanding at any time. 
 SECTION 10.06. Transactions with
Affiliates. Enter into any material transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate, except any such
transaction which is (a) otherwise permitted under this Agreement, in the ordinary course of business and upon fair and reasonable terms no less favorable to the Company or the relevant Subsidiary than it would obtain in a comparable arm’s
length transaction with a Person that is not an Affiliate, (b) entered into prior to the Effective Date or contemplated by any agreement identified on Schedule 10.06 hereof, (c) between or among the Company or any Subsidiary exclusively,
(d) any Restricted Payment permitted under Section 10.07, (e) any transactions in connection with any Permitted Receivables Securitization or (f) any arrangements with officers, directors, representatives or other employees of
the Company or any Subsidiary relating specifically to employment as such. 
 SECTION 10.07. Restricted Payments. At any
time that the Company does not have an Investment Grade Standing, declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend or options, warrants or rights to purchase shares of such
common stock) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any capital stock of the Company or any Subsidiary, whether
now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Subsidiary (collectively, “Restricted Payments”), except that any
Subsidiary may make Restricted Payments to the Company and its other equity holders, pro rata in accordance with their respective equity interests in such Subsidiary. 
 SECTION 10.08. Investments. At any time that the Company does not have an Investment Grade Standing, make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any capital stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”),
except: 
 (a) investments in Cash Equivalents; 
 (b) extensions of trade credit in the ordinary course of business; 

  
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 (c) Loans and advances to employees of the Company or any Subsidiary in the ordinary course
of business (including for travel, entertainment and relocation expenses) in an aggregate amount for such employees not to exceed $10,000,000 at any one time outstanding; 
 (d) Loans to employees of the Company or any Subsidiary solely for the purpose of exercising options to purchase the common stock of the Company or any Subsidiary; 

(e) intercompany Investments by the Company or any Subsidiary in the Company or any Person that, prior to such investment, is a U.S.
Borrower, including Guarantees by the Company of any Debt of any Subsidiary; 
 (f) in addition to Investments otherwise
expressly permitted by this Section 10.08, Investments by the Company or any of its Subsidiaries in an aggregate amount (valued at cost) at any time invested not to exceed the sum of $250,000,000 plus any amount thereof financed with Company
Stock or the proceeds of the issuance of Company Stock; 
 (g) Investments made or committed to be made when the Company has
Investment Grade Standing, together with any extensions, renewals or replacements thereof (provided the aggregate amount of the Investment is not increased); and 
 (h) Loans and advances to vendors, distributors or agents in the ordinary course of business in an aggregate amount not to exceed $20,000,000 at any one time outstanding. 

SECTION 10.09. Boryokudan. Relating to activities of the Company or any Japanese Borrower in Japan, conduct, either directly or by
engaging a third party, any of the following: 
 (a) claims made with forceful behavior and acts of violence; 

(b) unjust claims exceeding legal responsibilities; 
 (c) use of threatening action or statements, or violent acts and behaviors in connection with any transaction among the parties hereto; 

(d) acts and behaviors which may damage the credit or obstruct the business of the Japanese Administrative Agent by spreading false
rumors or through the use of fraudulent means or by force; or 
 (e) other acts and behavior equivalent to the above howsoever
described. 

  
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 ARTICLE XI 
 Events of Default 
 In case of the happening of any of the following events
(each an “Event of Default”): 
 (a) any representation or warranty made or deemed made in or in connection with
the execution and delivery of this Agreement or the Borrowings hereunder or under any Borrowing Subsidiary Agreement shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; 

(b) default shall be made in the payment of any principal of any Loan or LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 

(c) default shall be made in the payment of any interest on any Loan or any fee or any other amount (other than an amount referred to in
paragraph (b) above) due hereunder, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days; 
 (d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.01 (in the case of a Borrower), Section 9.06 or Article X;

 (e) default shall be made in the due observance or performance of any covenant, condition or agreement contained herein
(other than those specified in (b), (c) or (d) above) or in any other Loan Document and such default shall continue unremedied for a period of 30 days after notice thereof from any Administrative Agent or any Lender to the Company;

 (f) the Company or any Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect
of one or more items of Debt in an aggregate principal amount greater than or equal to $75,000,000, when and as the same shall become due and payable (giving effect to any applicable grace period) or (ii) fail to observe or perform any other
term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Debt if the effect of any failure referred to in this clause (ii) is to cause such Debt to become due prior to its stated maturity;

 (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of the Company or any Subsidiary, or of a substantial part of the property or assets of the Company or any Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for
a substantial part of the property or assets of the Company or any Subsidiary or (iii) the winding up or liquidation of the Company or any Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered; 
 (h) the Company or any Subsidiary shall
(i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, 

  
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(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a substantial part of
the property or assets of the Company or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors,
(vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; 

(i) one or more judgments for the payment of money in an aggregate amount equal to or greater than $75,000,000 (exclusive of any amount
thereof reasonably expected to be covered by insurance) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not
be effectively stayed, or any action shall be legally taken by a judgment creditor (whose liquidated judgment, along with those of any other judgment creditors, exceeds $75,000,000) to levy upon assets or properties of the Company or any Subsidiary
to enforce any such judgment; 
 (j) (i) a Plan of any Borrower shall fail to maintain the minimum funding standard
required by Section 412 of the Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted under Section 412(c) of the Code or Section 302(c) of ERISA or (ii) an ERISA Termination Event
shall have occurred with respect to any Borrower or an ERISA Affiliate has incurred, or in the reasonable opinion of the Required Lenders is reasonably likely to incur, a liability to or on account of a Plan under Section 4062, 4063, 4064, 4201
or 4204 of ERISA or (iii) any Person shall engage in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously
obtained from the United States Department of Labor or (iv) any Borrower or any ERISA Affiliate shall fail to pay any required installment or any other payment required to be paid by such entity under Section 412 of the Code or
Section 302 of ERISA on or before the due date for such installment or other payment (taking into account any extensions granted) or (v) any Borrower or any ERISA Affiliate shall fail to make any contribution or payment to any
Multiemployer Plan which any Borrower or any ERISA Affiliate is required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto (taking into account any extensions granted), and, in the event of the occurrence
of any of the events described in clauses (i) through (v) above, there shall result from any such event or events either a liability or a material risk of incurring a liability which is reasonably expected to have a Material Adverse
Effect; 
 (k) a Change in Control shall occur; or the Company shall cease to own beneficially all of the then outstanding
capital stock (or equivalent equity interests) of each of the Japanese Borrower and the European Borrower; or 
 (l) the
guarantee in Section 13.16 shall cease to be, or shall be asserted by the Company not to be, a valid and binding obligation on the part of the Company; 

  
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 then, and in every such event (other than an event with respect to any Borrower described in
paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the General Administrative Agent, at the request of the Required Lenders, shall, by notice to the Company or any other Borrower (which notice to
any other Borrower may be given to the Company), take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder (including all
amounts of LC Exposure, whether or not the beneficiary of the then outstanding Letters of Credit shall have presented the documents required therein), shall become forthwith due and payable, without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived anything contained herein to the contrary notwithstanding; and, in any event with respect to any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder (including all amounts of LC Exposure, whether or not the
beneficiary of the then outstanding Letters of Credit shall have presented the documents required therein) shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby
expressly waived anything contained herein to the contrary notwithstanding. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the U.S.
Borrower shall at such time deposit in a cash collateral account opened by the General Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account
shall be applied by the General Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied
to repay other obligations of the U.S. Borrower hereunder and under the other Loan Documents. The General Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the General Administrative Agent and at the U.S. Borrower’s risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the
U.S. Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the U.S. Borrower (or such other Person as may be lawfully entitled thereto).

 ARTICLE XII 
 The Administrative Agents 
 In order to expedite the transactions
contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, N.A., Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the
Japanese Lenders, J.P. Morgan Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders
hereby irrevocably authorizes each Administrative Agent (which term, for purposes of 

  
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this Article XII shall be deemed to include the Advance Agent) to take such actions on behalf of such Lender or holder and to exercise such powers as are specifically delegated to the
Administrative Agents or an Administrative Agent individually, as the case may be, by the terms and provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each Administrative Agent is hereby expressly
authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to
the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default of which such Administrative Agent has
actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such
Administrative Agent. 
 Neither the Administrative Agents nor any of their respective directors, officers, employees or agents
shall be liable as such for any action taken or omitted by any of them except for its or his or her own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants or agreements contained in this Agreement. The Administrative
Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes
any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The
Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any
action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and
correct and to have been signed or sent by the proper Person or Persons. Neither the Administrative Agents nor any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower on account of the failure
of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations
hereunder or in connection herewith. The Administrative Agents may execute any and all duties hereunder by or through their respective branches, Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel selected
by them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by them in accordance with the advice of such counsel. Without limiting the foregoing, any Administrative
Agent may, by notice to the Company and the applicable Borrower, designate any of its branches or Affiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to such
Administrative Agent pursuant to this Agreement. 

  
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 The Lenders hereby acknowledge that the Administrative Agents shall be under no duty to take
any discretionary action permitted to be taken by them pursuant to the provisions of this Agreement unless they shall be requested in writing to do so by the Required Lenders. 
 Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any Administrative Agent may resign at any time by notifying the Lenders, the other Administrative Agents
and the Company. Upon any such resignation of an Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent acceptable to the Company. If no 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, appoint a successor Administrative
Agent which shall be a bank having a combined capital and surplus of at least $500,000,000 (or any Affiliate of such bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of
the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor bank, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any Administrative
Agent’s resignation hereunder, the provisions of this Article XII and Section 13.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

 With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative
Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. 

Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses
incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and
(ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of its Applicable Percentage, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent
in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to
any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Administrative Agent
or any of its directors, officers, employees or agents. 

  
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 Each Lender acknowledges that it has, independently and without reliance upon any
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 Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon any Administrative Agent or any other Lender 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 or any related agreement or any document furnished hereunder or thereunder. 
 ARTICLE XIII 

Miscellaneous 
 SECTION 13.01. Notices. (a) General. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent
by telecopy, as follows: 
 (i) if to the Company, to Zimmer Holdings, Inc., 345 East Main Street, Warsaw,
IN 46580, Attention of James T. Crines, Executive Vice President, Finance and Chief Financial Officer (Telecopy No.: 574-372-4988); 
 (ii) if to the Japanese Borrower, to Zimmer K.K., 7F Shiroyama Mt. Building, 1-17, Toranomon 4-Chome, Minato-ku, Tokyo, Japan 10S-0001, Attention of Rob Pullan, Director, Finance & IM, (Telecopy
No.: 81-3-6402-6625); with a copy to Zimmer Holdings, Inc., 345 East Main Street, Warsaw, IN 46580, Attention of James T. Crines, Executive Vice President, Finance and Chief Financial Officer (Telecopy No.: 574-372-4988);

 (iii) if to the Luxembourg Borrower, to Zimmer Investment Luxembourg SARL, 67, Bd. Grande-Duchesse Charlotte,
L-1331 Luxembourg, Attention of James T. Crines (Telecopy No.: 574-372-4988); with a copy to Zimmer Holdings, Inc., 345 East Main Street, Warsaw, IN 46580, Attention of James T. Crines, Executive Vice President, Finance and Chief Financial
Officer (Telecopy No.: 574-372-4988); 
 (iv) if to the General Administrative Agent, to JPMorgan Chase
Bank, N.A., 1111 Fannin Street, Houston, Texas 77002, Attention of Lisa McCants, Account Manager (Telecopy No.: 713-750-2782) (email: lisa.a.mccants@jpmchase.com); with a copy of all documents to be delivered pursuant to Section 9.03
to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, New York 10179, Attention of Vanessa Chiu (Telecopy No.: 212-270-2157) (email: vanessa.chiu@jpmorgan.com). 

(v) if to the European Administrative Agent, to J. P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention
of Belinda Lucas (Telecopy No.: 44-207-777-2360); 
 (vi) if to the Japanese Administrative Agent, to JPMorgan
Chase Bank, N.A., Tokyo Branch, Tokyo Building, 7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan 100-6432, Attention of Loan Operations (Telecopy No.: 813-6736-7539); 

  
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 (vii) if to the Issuing Lender, to JPMorgan Chase Bank, N.A., JPMorgan
Treasury Services, 10420 Highland Manor Drive, Tampa, FL 33610, Attention: Stephen Carew, Operations Manager (Telecopy No.: 813-432-5161), (email: stephen.m.carew@jpmorgan.com). 

(viii) if to a Lender, to it at its address (or telecopy number) set forth in Schedule 2.01 or in the Assignment and
Acceptance pursuant to which such Lender became a party hereto; and 
 (ix) if to any other Borrowing Subsidiary,
to it at the address (or telecopy number) set forth above for the Company. Each Borrower (other than the Company) hereby irrevocably appoints the Company as its agent for the purpose of giving on its behalf any notice and taking any other action
provided for in this Agreement (whether or not this Agreement expressly authorizes the Company to take any such action on behalf of such Borrower) and hereby agrees that it shall be bound by any such notice or action given or taken by the Company
hereunder irrespective of whether or not any such notice shall have in fact been authorized by such Borrower and irrespective of whether or not the agency provided for herein shall have theretofore been terminated. 

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on
the date of receipt if delivered by hand or overnight courier service or sent by telecopy to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section.

 (b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and Internet and intranet websites) pursuant to procedures approved by the General Administrative Agent; provided that the foregoing shall not apply to notices under Article
II or Article IV to any Lender or any Issuing Lender if such Lender or such Issuing Lender, as applicable, has notified the General Administrative Agent that it is incapable of receiving notices under such Articles by electronic communication. The
General Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications or may be rescinded by any such Person by notice to each other such Person. 
 Unless the General 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
acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment) and (ii) notices and other 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. 

  
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 SECTION 13.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by any Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and shall survive the making by
the Lenders of the Loans regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or the Commitments have not been terminated. 
 SECTION 13.03. Binding Effect.
This Agreement shall become effective when it shall have been executed by the Company, the Luxembourg Borrower, the Japanese Borrower and the Administrative Agents and when the Administrative Agents shall have received copies hereof (by electronic
“pdf” or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter shall be binding upon and inure to the benefit of the parties hereto and the Lenders and their respective successors and assigns, except
that no Borrower shall have the right to assign any rights hereunder or any interest herein, except in accordance with Section 10.01, without the prior consent of all the Lenders. 

SECTION 13.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties is referred to, such reference shall
be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any party that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns (including
any Affiliate of the Issuing Lender that issues any Letter of Credit). 
 (b) Each Lender other than any Conduit Lender may
assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, that,
except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund, (i) each of the Company (so long as no Event of Default shall have occurred and be continuing) and the General Administrative Agent must give
its prior written consent to such assignment (which consent in each case shall not be unreasonably withheld), (ii) the amount of the Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the General Administrative Agent) shall not be less than $5,000,000 unless it shall be the entire amount of such Lender’s Commitments or Loans, as applicable, or unless such
assignment is an assignment by a Declining Lender to an assignee which is or will become a Consenting Lender, and (iii) an assignment by a Lender of any of its U.S. Commitments shall include an assignment by such Lender of its proportionate
interest in LC Exposure and Swingline Exposure; provided further that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the General Administrative Agent within fifteen
Business Days after having received notice thereof. The parties to each assignment shall execute and deliver to the General Administrative Agent an Assignment and Acceptance, and a processing and recordation fee of $3,500; provided,
however, that such processing and recordation fee shall not be payable in the case of assignments made by or to Arrangers or their Affiliates. Upon acceptance and recording pursuant to paragraph (e) of this Section 13.04, from and
after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party


  
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hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (y) the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (but shall (i) continue to be entitled to the benefits of Sections 6.10, 6.11, 6.12 and 13.05, as well as to any fees accrued for its
account hereunder and not yet paid and (ii) continue to be subject to the confidentiality provisions hereof). Notwithstanding the foregoing, any Lender assigning its rights and obligations under this Agreement may retain any Competitive Loans
made by it outstanding at such time, and in such case shall retain its rights hereunder in respect of any Loans so retained until such Loans have been repaid in full in accordance with this Agreement. Notwithstanding the foregoing, any Conduit
Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the General Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without
regard to the limitations set forth in the first sentence of this Section 13.04(b). 
 (c) By executing and delivering an
Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant
hereto or the financial condition of the Borrowers or the performance or observance by the Borrowers of any obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and
warrants that it is an Eligible Assignee and is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 9.03 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will
independently and without reliance upon any Administrative Agent, such assigning Lender 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 this Agreement; (vi) such assignee appoints and authorizes the General Administrative Agent, the Japanese Administrative Agent and the European Administrative Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative Agents by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 

  
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 (d) Each of the Administrative Agents shall maintain at its office referred to in
Section 13.01 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and the principal amount of the Loans owing to, each Lender pursuant to
the terms hereof from time to time and any promissory notes evidencing such Loans (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error and the Company, the other Borrowers, the
Administrative Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. No assignment or transfer of any Loan (or portion thereof) or
any Note evidencing such Loan shall be effected unless and until it has been recorded in the Register as provided in this subsection 13.04(d). Notwithstanding any other provision of this Agreement, any assignment or transfer of all or part of a
promissory note shall be registered on the Register only upon surrender for registration of assignment or transfer of the promissory note (and each promissory note shall expressly so provide), accompanied by a duly executed Assignment and
Acceptance, and thereupon one or more new promissory notes in the same aggregate principal amount shall be issued to the designated assignee and the old promissory notes shall be returned by the applicable Administrative Agent to the Company marked
“cancelled”. The Register shall be available for inspection by each party hereto, at any reasonable time and from time to time upon reasonable prior notice. 
 (e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee together with an Administrative Questionnaire completed in respect of the assignee
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and, if required, the written consent of the Company to such assignment, the relevant
Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. 
 (f) Each Lender other than any Conduit Lender may sell participations to one or more Eligible Assignees (each, a “Participant”) in all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto or thereto for the performance of such obligations, (iii) each participating bank or other entity shall be entitled to the benefit of the cost protection provisions contained in Sections 6.10, 6.11
and 6.12 to the same extent as if it was the selling Lender (subject to the requirements therein, including the requirements under Sections 6.12(h), 6.12(i) and 6.12(j) (it being understood that the documentation required under such sections shall
be delivered to the participating Lender) and limited to the amount that could have been claimed by the selling Lender had it continued to hold the interest of such participating bank or other entity, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation, and it being further agreed that the selling Lender will not be permitted to make claims against the Borrowers under
Section 6.10(b) for costs or reductions resulting from the sale of a participation), except that all claims made pursuant to such Sections shall be made through such selling Lender and (iv) the Borrowers, the Administrative Agents and the
other Lenders shall continue to deal solely and directly with such selling Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the
Borrowers relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable hereunder or thereunder or the amount of principal
of or the rate at which interest is payable on the Loans, extending the final scheduled maturity of the Loans or any date scheduled for the payment of interest on the Loans or extending the Commitments or releasing the Company from its Guarantee
obligations hereunder). 

  
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 (g) Each Lender that sells a participation shall, acting solely for this purpose as an agent
of the Borrowers, 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 this Agreement or any other
Loan Document (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 this Agreement or any other 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, no Administrative Agent (in its
capacity as an Administrative Agent) shall have any responsibility for maintaining a Participant Register. 
 (h) Any Lender or
participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.04, disclose to the assignee or participant or proposed assignee or participant any information relating to
the Company or the other Borrowers furnished to such Lender; provided that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall be subject to the confidentiality provisions contained
herein. 
 (i) The Borrowers shall not assign or delegate any rights and duties hereunder, except in accordance with
Section 10.01, without the prior written consent of all Lenders. 
 (j) Any Lender may at any time pledge or otherwise
assign all or any portion of its rights under this Agreement to a Federal Reserve Bank; provided that no such pledge shall release any Lender from its obligations hereunder. In order to facilitate such an assignment to a Federal Reserve Bank,
the relevant Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the Loans made by the assigning Lender hereunder. 

(k) Each party hereto hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against
a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of forbearance. 

  
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 SECTION 13.05. Expenses, Indemnity. (a) The Company agrees to pay all reasonable
out-of-pocket expenses incurred by (i) the Administrative Agents and the Arrangers in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the
reasonable fees, disbursements and other charges of a single counsel), (ii) the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder or (iii) the
Administrative Agents, the Arrangers, the Issuing Lender or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document or in connection with the Loans made or Letters of Credit issued
hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents, the Arrangers and the Issuing Lender and, in the case of enforcement, each Lender. 

(b) The Company agrees to indemnify each Administrative Agent, the Arrangers, the Issuing Lender, each Lender, each of their Affiliates
and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement (including the syndication of the credit facilities provided for herein),
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and whether initiated against or by any party to this Agreement, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that (x) such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or wilful misconduct of such Indemnitee and (y) such indemnity shall not apply to losses, claims,
damages, liabilities or related expenses that result from disputes solely between Lenders. 
 (c) To the fullest extent
permitted by applicable law, no Borrower shall assert, or permit any of their respective Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of
information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof. 
 (d) The provisions of this Section 13.05 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any
investigation made by or on behalf of the Administrative Agents, the Syndication Agent or any Lender. All amounts due under this Section 13.05 shall be payable on written demand therefor. 

  
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 SECTION 13.06. Applicable Law. This Agreement 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 and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.

 SECTION 13.07. Waivers, Amendment. (a) No failure or delay of any Administrative Agent or any Lender in
exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the Company or any other Borrower in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers, the General Administrative Agent and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of, any scheduled
principal payment date or date for the payment of any interest on any Loan or reimbursement obligation with respect to an LC Disbursement (other than any extension of the Maturity Date pursuant to Section 2.05), or waive or excuse any such
payment or any part thereof, or decrease the rate of interest on any Loan, or amend or modify Section 13.16, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitments or decrease or extend
the date for payment of the facility fees or fees in respect of Letters of Credit of any Lender (with the exception of fronting fees payable to the Issuing Lender, which shall require the consent of the Issuing Lender) without the prior written
consent of such Lender, (iii) amend or modify the provisions of Section 6.13 or Section 13.04(i), the provisions of this Section 13.07 or the definition of the “Required Lenders”, or release the Company from its
obligations under Section 13.16 hereof, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders
holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected
Class or (v) change the requirement that disbursements made by any Lender be made ratably with respect to its applicable Commitment without the prior written consent of each Lender directly affected thereby; provided further,
however, that no such agreement shall amend, modify or otherwise affect the rights or duties of (w) any Administrative Agent hereunder without the prior written consent of such Administrative Agent, (x) any Issuing Lender without
the prior written consent of such Issuing Lender, (y) the Swingline Lender without the prior written consent of the Swingline Lender or (z) an Arranger under Section 13.04(b) without the prior written consent of such Arranger. Each
Lender shall be bound by any waiver, amendment or modification authorized by this Section 13.07 and any consent by any Lender pursuant to this Section 13.07 shall bind any assignee of its rights and interests


  
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hereunder. Notwithstanding any of the foregoing, any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the General
Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the General Administrative Agent shall not
have received, within five Business Days of the date of such notice to the Lenders, a written notice from (A) the Required Lenders stating that the Required Lenders object to such amendment or (B) if affected by such amendment, the
Swingline Lender or the Issuing Lender stating that it objects to such amendment. 
 SECTION 13.08. Entire Agreement.
This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agents or the syndication of the Loans and Commitments constitute the entire contract among the parties relative to the
subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon any party other than the parties
hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement. 
 SECTION 13.09.
Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions. 
 SECTION 13.10. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 13.03. 

SECTION 13.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 13.12. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or obligations of each Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company after
such setoff and application made by such Lender, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 13.12 are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which such Lender may have. 

  
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 SECTION 13.13. Jurisdiction: Consent to Service of Process. (a) Each Borrower
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 Agents, any Lender,
any Issuing Lender or any Related Party of any 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 New York sitting in
New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the
jurisdiction of such courts and agrees that all claims in respect of any action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court.
Each party 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
shall affect any right that the Administrative Agents, any Lender or any Issuing Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against any Borrower or any of its
properties in the courts of any jurisdiction. 
 (b) Each of the parties hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any
court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court. 
 (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 13.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

(d) Each Borrower hereby irrevocably appoints the Company as its agent for the service of process in any action referred to in
Section 13.13(a) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of the Company at its address for notice set forth in Section 13.01. 

SECTION 13.14. 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.14.


  
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 SECTION 13.15. Conversion of Currencies. (a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. 

(b) The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the
“Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”),
be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction 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 Applicable Creditor in the Agreement Currency, such Borrower agrees, as
a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrowers contained in this Section 13.15 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder. 
 SECTION 13.16. Guaranty. In order to induce the Lenders to make Loans to
the other Borrowers, the Company hereby unconditionally and irrevocably guarantees as a primary obligor the Borrower Obligations of all the Borrowers. The Company further agrees that such Borrower Obligations may be extended and renewed, in whole or
in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Borrower Obligation. 

The Company waives promptness, diligence, presentment to, demand of payment from and protest to the Borrowers of any Borrower
Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall be absolute and unconditional and not be affected by, and the Company waives any defense it may
now or hereafter have arising out of (a) the failure of any Lender or the Administrative Agents to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan
Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Documents or any other agreement; (c) the failure of any Lender to exercise any right or
remedy against any Borrower; (d) the invalidity or unenforceability of any Loan Document; (e) the validity, legality or enforceability of this Agreement or any Loan or Letter of Credit or any document or instrument relating thereto or
given in connection therewith; or (f) any other circumstance which might otherwise constitute a defense available to or discharge of a Borrower or a guarantor (other than indefeasible payment). 

  
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 The Company further agrees that its agreements hereunder constitute a promise of payment
when due and not of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other Person. 

The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Borrower Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or
under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Borrower Obligations, or by any other act or omission
which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. 
 The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on
any Borrower Obligation is rescinded or must otherwise be restored by the Administrative Agents or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. 

In furtherance of the foregoing and not in limitation of any other right which the Administrative Agents or any Lender may have at law or
in equity against the Company by virtue hereof, upon the failure of any Borrower to pay any Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by the General Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrower Obligation. In the event that, by reason of the bankruptcy of any Borrower
(i) acceleration of Loans made to such Borrower is prevented and (ii) the Company shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Borrower, the Company will forthwith purchase such Loans and other
amounts at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. The Company further agrees that if payment in respect of any Borrower Obligation shall be due in a
currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Borrower
Obligations in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall
make payment of such Borrower Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result
of such alternative payment. 

  
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 Following indefeasible payment in full in cash of all Borrower Obligations and the
termination of the Commitments hereunder, upon payment by the Company of any Borrower Obligations of another Borrower, each Lender shall, in a reasonable manner, assign the amount of such Borrower Obligations owed to it and paid by the Company
pursuant to this guarantee to the Company, or make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender except with respect to the amount of the Borrower
Obligations so assigned). 
 Upon payment by the Company of any sums as provided above, all rights of the Company against any
Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Borrower Obligations to the Lenders and
termination of the Commitments. 
 SECTION 13.17. CAM Exchange. (a) On the CAM Exchange Date, to the extent not
prohibited by a Requirement of Law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date)
and shall be ABR Loans, and (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Classes (other than Competitive Loans) such that, in lieu of the interests of each Lender in each Class in
which it shall participate as of such date (including such Lender’s interest in the Designated Obligations of each Borrower in respect of each such Class), such Lender shall hold an interest in every one of the Classes (including the Designated
Obligations of each Borrower in respect of each such Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM
Percentage thereof. Each Lender, the Company and each other Borrower hereby consents and agrees to the CAM Exchange, and each Lender hereby agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a
participation in its interests in any Class. The Company and each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the
General Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally
received by it in connection with its Loans hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any other Borrower to execute or deliver
or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any
Swingline Loan in respect of which U.S. Lenders have funded their purchase of participations pursuant to Section 5.01), then each U.S. Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of
Section 5.01, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lenders’ Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange). 

  
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 (b) As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each
payment received by an Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such
date of payment or distribution to the extent required by Section 13.18), it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all of an assigning Lender’s rights and obligations
in respect of a single Class of Commitments, and (ii) Sections 6.12(h), 6.12(i), 6.12(j) and 6.12(k) shall not apply with respect to any Taxes required to be withheld or deducted by a Borrower from or in respect of payments hereunder to any
Lender or Administrative Agent that exceed the Taxes such Borrower would have otherwise been required to withhold or deduct from or in respect of payments to such Lender or Administrative Agent had such CAM Exchange not occurred; provided,
however, that this Section 13.17(b)(ii) shall not limit the obligations set forth in Section 6.12(l) hereof. 

SECTION 13.18. Letters of Credit. In the event that, on or after the CAM Exchange Date, the aggregate amount of the Designated
Obligations shall change as a result of the making of an LC Disbursement by the Issuing Lender that is not reimbursed by a Borrower, then (a) each U.S. Lender (determined without giving effect to the CAM Exchange) shall, in accordance with
Section 4.01(d), promptly purchase from the Issuing Lender a participation in such LC Disbursement in the amount of such Lender’s Applicable Percentage of such LC Disbursement (without giving effect to the CAM Exchange) and (b) the
General Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the U.S. Lenders. Each such redetermination shall be binding on each of the Lenders and
their successors and assigns and shall be conclusive, absent manifest error. 
 SECTION 13.19. Confidentiality. Each of
the Administrative Agents and the Lenders expressly agrees, for the benefit of the Company and the Subsidiaries, to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be
disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an express agreement for the benefit of the Company and the Subsidiaries containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or to any direct or indirect counterparty to a Hedge Agreement or to any credit insurance provider relating to the Company or its Subsidiaries and their obligations, (g) with
the consent of the Company and the Subsidiaries, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized ratings agency, or (i) to the extent such Confidential Information
(i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company and the Subsidiaries. For
the purposes of this Section, “Confidential Information” shall mean all information, including material nonpublic information within the meaning of Regulation FD promulgated by the SEC


  
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(“Regulation FD”), received from the Company and the Subsidiaries relating to such entities or their respective businesses, other than any such information that is available
to any Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such entities; provided that, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Confidential 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 customarily accords to its own confidential information; provided, however, that with respect to disclosures pursuant to clause (b) (other than any such disclosure in connection with any routine compliance examination
or examination of the financial condition of such Lender by such regulatory authority) and clause (c) of this Section, unless prohibited by law or applicable court order, each Lender and each Administrative Agent shall attempt to notify the
Company and the Subsidiaries of any request by any governmental agency or representative thereof or other Person for disclosure of Confidential Information after receipt of such request, and if reasonable, practicable and permissible, before
disclosure of such Confidential Information. It is understood and agreed that the Company and the Subsidiaries and their respective Affiliates may rely upon this Section 13.19 for any purpose, including without limitation to comply with
Regulation FD. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, representative or other agent of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. The preceding sentence is
intended to cause the transactions contemplated hereby not to be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provisions) of the Treasury
Regulations promulgated under the Code, and shall be construed in a manner consistent with such purpose. 
 SECTION 13.20.
USA PATRIOT Act Notice. Each Lender and the General Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and
record information that identifies each of the Borrowers, which information includes the names and addresses of each of the Borrowers and other information that will allow such Lender or the General Administrative Agent, as applicable, to identify
each of the Borrowers in accordance with the USA PATRIOT Act, and each Borrower agrees to provide such information from time to time to such Lender and the General Administrative Agent, as applicable. 

SECTION 13.21. No Fiduciary Relationship. Each Borrower, on behalf of itself and its Affiliates, agrees that in connection with
all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrowers and their Affiliates, on the one hand, and the Credit Parties and their Affiliates, on the other hand, will have a business
relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Credit Parties or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The
Credit Parties and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and none of the Credit
Parties or their Affiliates has any obligation to disclose any of such interests to 

  
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the Borrowers or any of their Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it or any of its Affiliates may have against the
Credit Parties and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

[Rest of page left intentionally blank] 

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

					
	ZIMMER HOLDINGS, INC.,
		
	by	 	/s/ James T. Crines
		 	Name:	 	James T. Crines
		 	Title:	 	Executive Vice President, Finance and Chief Financial Officer
	
	ZIMMER K.K.,
		
	by	 	/s/ James T. Crines
		 	Name:	 	James T. Crines
		 	Title:	 	Director
	
	ZIMMER INVESTMENT LUXEMBOURG SARL,
		
	by	 	/s/ Ruth von Wyl
		 	Name:	 	Ruth von Wyl
		 	Title:	 	Manager A
		
	by	 	/s/ Jitender Sahni
		 	Name:	 	Jitender Sahni
		 	Title:	 	Manager B









 
					
	 SIGNATURE PAGE TO
 ZIMMER HOLDINGS, INC.
 CREDIT AGREEMENT

	
	JPMORGAN CHASE BANK, N.A., individually and as General Administrative Agent,
		
	by	 	/s/ Vanessa Chiu
		 	Name:	 	Vanessa Chiu
		 	Title:	 	Executive Director
	
	JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as Japanese Administrative Agent,
		
	by	 	/s/ Koji Yamashita
		 	Name:	 	Koji Yamashita
		 	Title:	 	Executive Director
	
	J.P. MORGAN EUROPE LIMITED, as European Administrative Agent,
		
	by	 	/s/ S.R. Dalton
		 	Name:	 	S.R. Dalton
		 	Title:	 	Associate









 COUNTERPART SIGNATURE PAGE 

TO ZIMMER HOLDINGS, INC. 
 CREDIT AGREEMENT 
 Name of
Lender:                         
  

					
	To execute this Agreement as a Lender:
			
		 	by	 	 
		 		 	Name:
		 		 	Title:
	
	For any Lender requiring a second signature line:
			
		 	by	 	 
		 		 	Name:
		 		 	Title: