EX-10.2





 Exhibit 10.2 

TERM LOAN CREDIT AGREEMENT 
 dated
as of 
 JULY 1, 2021 

among 
 VIATRIS INC., 

as Borrower 
 and 

the Guarantors from time to time party hereto 

and 
 MIZUHO BANK, LTD., 

as Administrative Agent 
 and the
Lenders from time to time party hereto 
 MIZUHO BANK, LTD. 

and 
 MUFG BANK, LTD. 

as Mandated Lead Arrangers and Book Runners 

MUFG BANK, LTD. 
 as Syndication
Agent 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  

	
	DEFINITIONS	  

	 SECTION 1.01
	 	 Defined Terms
	  	 	1	 
	 SECTION 1.02
	 	 Currency Translation
	  	 	30	 
	 SECTION 1.03
	 	 Terms Generally
	  	 	30	 
	 SECTION 1.04
	 	 Accounting Terms; GAAP
	  	 	31	 
	 SECTION 1.05
	 	 Payments on Business Days
	  	 	31	 
	 SECTION 1.06
	 	 Rounding
	  	 	31	 
	 SECTION 1.07
	 	 Divisions
	  	 	31	 
	 SECTION 1.08
	 	 Times of Day
	  	 	32	 
	 SECTION 1.09
	 	 Interest Rates
	  	 	32	 
	
	ARTICLE II	  

	
	THE CREDITS	  

	 SECTION 2.01
	 	 Term Commitments
	  	 	32	 
	 SECTION 2.02
	 	 Loan and Borrowings
	  	 	32	 
	 SECTION 2.03
	 	 Requests for Borrowings
	  	 	33	 
	 SECTION 2.04
	 	 [Intentionally Omitted]
	  	 	34	 
	 SECTION 2.05
	 	 [Intentionally Omitted]
	  	 	34	 
	 SECTION 2.06
	 	 Funding of Borrowings
	  	 	34	 
	 SECTION 2.07
	 	 Illegality
	  	 	35	 
	 SECTION 2.08
	 	 Reduction of Commitments
	  	 	36	 
	 SECTION 2.09
	 	 Repayment of Loans; Evidence of Debt
	  	 	36	 
	 SECTION 2.10
	 	 Optional Prepayment of Loans
	  	 	37	 
	 SECTION 2.11
	 	 Fees
	  	 	37	 
	 SECTION 2.12
	 	 Interest
	  	 	37	 
	 SECTION 2.13
	 	 Inability to Determine Rate of Interest
	  	 	38	 
	 SECTION 2.14
	 	 Increased Costs
	  	 	39	 
	 SECTION 2.15
	 	 Break Funding Payments
	  	 	40	 
	 SECTION 2.16
	 	 Taxes
	  	 	40	 
	 SECTION 2.17
	 	 Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	  	 	45	 
	 SECTION 2.18
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	47	 
	 SECTION 2.19
	 	 Judgment Currency
	  	 	48	 
	 SECTION 2.20
	 	 Defaulting Lender
	  	 	48	 


  
 i 














					
	ARTICLE III
	
	REPRESENTATIONS AND WARRANTIES
			
	 SECTION 3.01
	 	 Organization; Powers; Subsidiaries
	  	50
	 SECTION 3.02
	 	 Authorization; Enforceability
	  	50
	 SECTION 3.03
	 	 Governmental Approvals; No Conflicts
	  	50
	 SECTION 3.04
	 	 Financial Statements; Financial Condition; No Material Adverse Change
	  	51
	 SECTION 3.05
	 	 Properties
	  	51
	 SECTION 3.06
	 	 Litigation and Environmental Matters
	  	51
	 SECTION 3.07
	 	 Compliance with Laws and Agreements
	  	52
	 SECTION 3.08
	 	 Investment Company Status
	  	52
	 SECTION 3.09
	 	 Taxes
	  	52
	 SECTION 3.10
	 	 Solvency
	  	52
	 SECTION 3.11
	 	 [Reserved]
	  	52
	 SECTION 3.12
	 	 Disclosure
	  	52
	 SECTION 3.13
	 	 Federal Reserve Regulations
	  	52
	 SECTION 3.14
	 	 PATRIOT Act
	  	52
	 SECTION 3.15
	 	 OFAC
	  	53
	 SECTION 3.16
	 	 Beneficial Ownership Certification
	  	53
	 SECTION 3.17
	 	 Representations as to Foreign Obligors
	  	53
	
	ARTICLE IV
	
	CONDITIONS PRECEDENT
			
	 SECTION 4.01
	 	 Conditions Precedent to Closing Date Borrowing
	  	54
	
	ARTICLE V
	
	AFFIRMATIVE COVENANTS
			
	 SECTION 5.01
	 	 Financial Statements and Other Information
	  	56
	 SECTION 5.02
	 	 Notices of Material Events
	  	57
	 SECTION 5.03
	 	 Existence; Conduct of Business
	  	58
	 SECTION 5.04
	 	 Payment of Obligations
	  	58
	 SECTION 5.05
	 	 Maintenance of Properties; Insurance
	  	58
	 SECTION 5.06
	 	 Inspection Rights
	  	58
	 SECTION 5.07
	 	 Compliance with Laws
	  	59
	 SECTION 5.08
	 	 Use of Proceeds
	  	59
	 SECTION 5.09
	 	 Guarantees
	  	59
	
	ARTICLE VI
	
	NEGATIVE COVENANTS
			
	 SECTION 6.01
	 	 Indebtedness
	  	60
	 SECTION 6.02
	 	 Liens
	  	62
	 SECTION 6.03
	 	 Fundamental Changes
	  	65
	 SECTION 6.04
	 	 Restricted Payments
	  	65


  
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	 SECTION 6.05
	 	 Investments
	  	 	66	 
	 SECTION 6.06
	 	 Transactions with Affiliates
	  	 	67	 
	 SECTION 6.07
	 	 Financial Covenant
	  	 	68	 
	 SECTION 6.08
	 	 Lines of Business
	  	 	68	 
	
	ARTICLE VII	  

	
	EVENTS OF DEFAULT	  

	
	ARTICLE VIII	  

	
	THE ADMINISTRATIVE AGENT	  

	
	ARTICLE IX	  

	
	MISCELLANEOUS	  

			
	 SECTION 9.01
	 	 Notices
	  	 	76	 
	 SECTION 9.02
	 	 Waivers; Amendments
	  	 	78	 
	 SECTION 9.03
	 	 Expenses; Indemnity; Damage Waiver
	  	 	80	 
	 SECTION 9.04
	 	 Successors and Assigns
	  	 	81	 
	 SECTION 9.05
	 	 Survival
	  	 	86	 
	 SECTION 9.06
	 	 Counterparts; Integration; Effectiveness
	  	 	87	 
	 SECTION 9.07
	 	 Severability
	  	 	87	 
	 SECTION 9.08
	 	 Right of Setoff
	  	 	87	 
	 SECTION 9.09
	 	 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	88	 
	 SECTION 9.10
	 	 WAIVER OF JURY TRIAL
	  	 	89	 
	 SECTION 9.11
	 	 Headings
	  	 	89	 
	 SECTION 9.12
	 	 Confidentiality
	  	 	89	 
	 SECTION 9.13
	 	 USA PATRIOT Act
	  	 	90	 
	 SECTION 9.14
	 	 Interest Rate Limitation
	  	 	90	 
	 SECTION 9.15
	 	 No Fiduciary Duty
	  	 	91	 
	 SECTION 9.16
	 	 Electronic Execution of this Agreement and Other Documents
	  	 	91	 
	 SECTION 9.17
	 	 Joint and Several
	  	 	93	 
	 SECTION 9.18
	 	 Enforcement
	  	 	93	 
	 SECTION 9.19
	 	 Netherlands Loan Party Representation
	  	 	93	 
	 SECTION 9.20
	 	 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions
	  	 	93	 
	 SECTION 9.21
	 	 Acknowledgement Regarding Any Supported QFCs
	  	 	94	 
	
	ARTICLE X	  

	
	GUARANTEE	  

			
	 SECTION 10.01
	 	 Guarantee
	  	 	95	 
	 SECTION 10.02
	 	 Right of Contribution
	  	 	96	 
	 SECTION 10.03
	 	 No Subrogation
	  	 	96	 


  
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	 SECTION 10.04
	 	 Amendments, etc., with Respect to the Obligations
	  	 	96	 
	 SECTION 10.05
	 	 Guarantee Absolute and Unconditional
	  	 	97	 
	 SECTION 10.06
	 	 Reinstatement
	  	 	98	 
	 SECTION 10.07
	 	 Obligations Independent
	  	 	98	 
	 SECTION 10.08
	 	 Payments
	  	 	98	 
	 SECTION 10.09
	 	 Subordination
	  	 	98	 
	 SECTION 10.10
	 	 Stay of Acceleration
	  	 	99	 
	 SECTION 10.11
	 	 Condition of Borrower
	  	 	99	 
	 SECTION 10.12
	 	 Releases
	  	 	99	 
	
	ARTICLE XI	  

	
	CERTAIN ERISA MATTERS	  

			
	 SECTION 11.01
	 	 Certain ERISA Matters
	  	 	99	 

  

					
	 SCHEDULES:
	 		  	
			
	 Schedule 2.01
	 	 –  
	  	 Term Commitments

	 Schedule 2.03
	 	 –  
	  	 Specified Litigation

	 Schedule 3.01
	 	 –  
	  	 Material Subsidiary Stocks

	 Schedule 3.04(b)
	 	 –  
	  	 Material Adverse Changes

	 Schedule 3.06
	 	 –  
	  	 Disclosed Matters

	 Schedule 3.07
	 	 –  
	  	 Compliance with Laws and Agreements

	 Schedule 6.01
	 	 –  
	  	 Existing Indebtedness

	 Schedule 6.02
	 	 –  
	  	 Existing Liens

	 Schedule 6.04
	 	 –  
	  	 Restricted Payments

	 Schedule 6.05(e)
	 	 –  
	  	 Investments

	 Schedule 6.06
	 	 –  
	  	 Affiliate Transactions

	 Schedule 9.01
	 	 –  
	  	 Notices

			
	 EXHIBITS:
	 		  	
	 Exhibit A
	 	 –  
	  	 Form of Assignment and Assumption

	 Exhibit B
	 	 –  
	  	 Form of Term Note

	 Exhibit C
	 	 –  
	  	 Form of Borrowing Request

	 Exhibit D
	 	 –  
	  	 Form of Compliance Certificate

	 Exhibit E
	 	 –  
	  	 Form of Guarantor Joinder Agreement

	 Exhibit F-1
	 	 –  
	  	 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For
U.S. Federal Income Tax Purposes)

	 Exhibit F-2
	 	 –  
	  	 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For
U.S. Federal Income Tax Purposes)

	 Exhibit F-3
	 	 –  
	  	 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For
U.S. Federal Income Tax Purposes)

	 Exhibit F-4
	 	 –  
	  	 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)

	 Exhibit G
	 	 –  
	  	 Form of Solvency Certificate



  
 iv 













 TERM LOAN CREDIT AGREEMENT 

This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is dated as of July 1, 2021 among VIATRIS INC., a Delaware
corporation (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party hereto as Guarantors, each Lender from time to time party hereto, and MIZUHO BANK, LTD., as Administrative Agent. 

PRELIMINARY STATEMENTS 

WHEREAS, at the request of the Borrower, the Lenders have agreed to extend credit to the Borrower in the form of Loans on the Closing Date or
the Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request), in an aggregate principal amount of ¥40,000,000,000, subject to the terms and conditions hereinafter set forth; and 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, 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: 
 “Acquired Entity or Business” means each Person, property, business or assets acquired by the Borrower
or a Subsidiary, to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or such Subsidiary. 

“Acquisition Indebtedness” means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in
part, the acquisition of an Acquired Entity or Business. 
 “Act” has the meaning assigned in Section 9.13. 

“Administrative Agent” means Mizuho Bank (through itself or through one of its designated Affiliates or branch offices), in
its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent. 
 “Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to
such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders. 
 “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. 












 “Affiliate” means, with respect to a specified Person, another Person that
directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

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

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

“Alternative TIBOR Rate” means, for any Interest Period, the interest rate per annum at which the Administrative Agent offers
to place deposits in Yen with leading banks in the Tokyo interbank market at approximately 11:00 A.M. (Tokyo time) two Tokyo Business Days prior to the first day of such Interest Period in the approximate amount of the applicable Loan and having a
maturity equal to such Interest Period; provided that if such rate is less than zero, the Alternative TIBOR Rate shall be deemed to be zero for the purposes of this Agreement. 

“Alternative TIBOR Rate Loan” means a Loan that bears interest based on the Alternative TIBOR Rate; provided that
Alternative TIBOR Rate Loans shall only be available in the circumstances described in Section 2.07 or Section 2.13. 

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

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal
place) of the Facility represented by (i) on or prior to the date of the initial funding of the Loans pursuant to Section 2.01, such Lender’s Commitment at such time and (ii) thereafter, the principal amount of such Lender’s
Loans at such time. The initial Applicable Percentage of each Lender in respect of the Facility is set forth next to the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable. 
 “Applicable Rate” means 0.75% per annum. 

“Approved Bank” has the meaning assigned to such term in the definition of “Cash Equivalents.” 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arrangers” means, collectively,
Mizuho Bank and MUFG Bank, Ltd., as mandated lead arrangers and bookrunners and/or syndication agent, as applicable. 
 “Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 of this Agreement), and accepted by the Administrative
Agent, in the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 

  
 2 













 “Attributable Receivables Indebtedness” at any time means the principal
amount of Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending agreement, would constitute the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is structured as a
purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

“Bail-In Legislation” means (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of
the Code) the assets of any such “employee benefit plan” or “plan”. 
 “Board” means the Board of
Governors of the Federal Reserve System of the United States of America. 
 “Borrower” has the meaning assigned in the
preamble hereto. 
 “Borrower Materials” has the meaning set forth in Section 5.01. 

“Borrowing” means Loans consisting of TIBOR Rate Loans or Alternative TIBOR Rate Loans, as applicable, made on the date of
the initial funding of the Loans pursuant to Section 2.01, or Converted or continued on the same date and, as to which a single Interest Period is in effect. 

“Borrowing Minimum” means ¥1,000,000,000. 

“Borrowing Multiple” means ¥100,000,000. 

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

  
 3 













 “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, the state of New York or Tokyo, Japan. 

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

“Cash Equivalents” means: 

(1)    any evidence of Indebtedness issued or directly and fully guaranteed or insured by the government or any agency or
instrumentality of (i) the United States, (ii) the United Kingdom or (iii) any member nation of the European Union; 

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

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

(4)    asset-backed securities rated AAA by Moody’s, S&P, or Fitch, with weighted average lives of 3 years or
less (measured to the next maturity date); 
 (5)    repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed or insured by the government or any agency or instrumentality of (i) the United States, (ii) the United Kingdom or (ii) any member nation of the European Union
maturing within 365 days from the date of acquisition; 
 (6)    money market funds which invest substantially all of
their assets in assets described in the preceding clauses (1) through (5); and 

  
 4 













 (7)    instruments equivalent to those referred to in clauses
(1) through (6) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the
extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction; 
 provided, that except in
the case of clauses (4) and (5) above, the maximum maturity date of individual securities or deposits will be 3 years or less at the time of purchase or deposit. 

“Change in Control” means the acquisition of beneficial ownership, directly or indirectly, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Closing Date), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower. 
 “Change in Law” means (a) the adoption of any law, treaty, rule or regulation
after the date of this Agreement, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14(b), 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 date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in
connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Charges” has the meaning assigned to such term in Section 9.14. 

“Closing Date” means the date on which all the conditions specified in Section 4.01 of this Agreement are satisfied (or
waived in accordance with Section 9.02 of this Agreement). 
 “Code” means the U.S. Internal Revenue Code of 1986, as
amended from time to time. 
 “Combination Transactions” means the combination and separation transactions by and among
Pfizer Inc. (“Pfizer”), the Borrower and Mylan N.V., including but not limited to the separation of Pfizer’s global, primarily offpatent branded and generic established medicine business and the combination of such business
with Mylan N.V., the borrowings and other financings related thereto, and the payment of fees and expenses associated therewith. 

“Commitment” means a Term Commitment. 

“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice,
certificate, request, statement, disclosure or authorization related to any Loan Document. 

  
 5 













 “Consolidated EBITDA” means Consolidated Net Income plus, without
duplication and, except in the case of clause (xii), to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense and charges, deferred financing fees and milestone payments in connection with
any investment or series of related investments, losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of gains on such hedging obligations, and costs of surety bonds in
connection with financing activities, (ii) expense and provision for taxes paid or accrued, (iii) depreciation, (iv) amortization (including amortization of intangibles, including goodwill), (v)
non-cash charges recorded in respect of purchase accounting or impairment of goodwill or assets and non-cash exchange, translation or performance losses relating to any
foreign currency hedging transactions or currency fluctuations, (vi) any other non-cash items, (vii) any unusual, infrequent or extraordinary loss or charge (including the amount of any
restructuring, integration, transition, executive severance, facility closing, unusual litigation and similar charges accrued during such period, including any charges to establish accruals and reserves or to make payments associated with the
reassessment or realignment of the business and operations of the Borrower and its Subsidiaries, including the sale or closing of facilities, severance, stay bonuses and curtailments or modifications to pension and post-retirement employee benefit
plans, asset write-downs or asset disposals (including leased facilities), write-downs for purchase and lease commitments, start-up costs for new facilities, write-downs of excess, obsolete or unbalanced
inventories, relocation costs which are not otherwise capitalized and any related promotional costs of exiting products or product lines), (viii) non-recurring cash charges in connection with the litigation
described on Schedule 2.03, (ix) income of any non-wholly owned Subsidiaries and deductions attributable to minority interests, (x) any non-cash costs or
expenses incurred by the Borrower or any Subsidiary pursuant to any management equity plan or stock plan, (xi) expenses with respect to casualty events, (xii) the amount of net cost savings in connection with any acquisition of an Acquired
Entity or Business or otherwise projected by the Borrower in good faith to be realized as a result of specified actions taken prior to the last day of such period (calculated on a pro forma basis as though such cost savings had been realized since
the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) in connection with (1) the Combination Transactions, such actions have been taken within 24 months
after the closing date of the Combination Transactions and (2) any other acquisition of an Acquired Entity or Business, such actions have been taken within 12 months after the closing date of an acquisition of an Acquired Entity or Business and
(B) no cost savings shall be added pursuant to this clause (xii) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vii) above with respect to such period,
(xiii) expenses incurred in connection with any acquisition of an Acquired Entity or Business, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other
modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed, and including transaction expenses incurred in connection therewith),
(xiv) any contingent or deferred payments (including earn-out payments, non-compete payments and consulting payments but excluding ongoing royalty payments) made in
connection with any acquisition of an Acquired Entity or Business, (xv) non-cash charges pursuant to ASC 715, minus, to the extent included in Consolidated Net Income, the sum of (xvi) any
unusual, infrequent or extraordinary income or gains, (xvii) any other non-cash income or gains (except to the extent representing (x) an accrual for future cash income or in respect of which cash
was received in a prior period or (y) the reversal 

  
 6 













 
of any cash reserves established in a prior period), and (xviii) any cash payment made with respect to any non-cash items added back in computing
Consolidated EBITDA in a prior period pursuant to clause (vi) above), all calculated for the Borrower and its Subsidiaries (other than the Captive Insurance Subsidiary) in accordance with GAAP on a consolidated basis; provided that, to
the extent included in Consolidated Net Income, (A) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting
from Swap Agreements for currency exchange risk) and (B) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of SFAS 133. 

“Consolidated Interest Expense” means, with reference to any period, the interest expense whether or not paid in cash
(including interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP, but excluding, any (i) non-cash interest expense attributable to the movement in mark-to-market valuation under Swap Agreements or other derivative instruments, (ii) non-cash interest expense attributable to the
amortization of gains or losses resulting from the termination of Swap Agreements prior to or reasonably contemporaneously with the Closing Date, (iii) amortization of deferred financing fees and (iv) expensing of bridge or other financing
fees) of the Borrower and its Subsidiaries (other than the Captive Insurance Subsidiary) calculated on a consolidated basis for such period in accordance with GAAP plus, without duplication: (a) imputed interest attributable to Capital
Lease Obligations of the Borrower and its Subsidiaries (other than the Captive Insurance Subsidiary) for such period, (b) commissions, discounts and other fees and charges owed by the Borrower or any of its Subsidiaries (other than the Captive
Insurance Subsidiary) with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period, (c) amortization or write-off of debt
discount and debt issuance costs, premium, commissions, discounts and other fees and charges associated with Indebtedness of the Borrower and its Subsidiaries (other than the Captive Insurance Subsidiary) for such period, (d) cash contributions
to any employee stock ownership plan or similar trust made by the Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Borrower or a wholly owned
Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period, (e) all interest paid or payable with respect to discontinued operations of the Borrower or any of its Subsidiaries for such period, (f) the
interest portion of any deferred payment obligations of the Borrower or any of its Subsidiaries (other than the Captive Insurance Subsidiary) for such period, (g) all interest on any Indebtedness of the Borrower or any of its Subsidiaries
(other than the Captive Insurance Subsidiary) of the type described in clause (e) or (f) of the definition of “Indebtedness” for such period and (h) the interest component of all Attributable Receivables Indebtedness of
the Borrower and its Subsidiaries (other than the Captive Insurance Subsidiary). 
 “Consolidated Leverage Ratio” means,
for any Test Period, the ratio of (a) Consolidated Total Indebtedness net of Unrestricted Cash of the Borrower and its Subsidiaries in an amount not exceeding $1,000,000,000 as of the last day of such Test Period to (b) Consolidated EBITDA
for such Test Period. 
 “Consolidated Net Income” means, with reference to any period, the net income (or loss) of the
Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that, in calculating Consolidated Net Income of 

  
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the Borrower and its Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is
merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to
the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions, (c) the income or deficit of the Captive Insurance Subsidiary, (d) any fees and expenses incurred
during such period, or any amortization thereof for such period, in connection with the consummation of any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or
amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or
non-recurring merger costs incurred during such period as a result of any such transaction, (e) any amortization of deferred charges resulting from the application of “Accounting Principles Board
Opinion No. APB 14-1 — Accounting for Convertible Debt Instruments” that may be settled in cash upon conversion (including partial cash settlement) and (f) any income (loss) for such period
attributable to the early extinguishment of Indebtedness, together with any related provision for taxes on any such income. There shall be excluded from Consolidated Net Income for any period (i) any gains or losses resulting from any
reappraisal, revaluation or write-up or write-down of assets (including any gains and losses attributable to movement in the mark-to-market valuation of (1) any Permitted Convertible Indebtedness, (2) any Permitted Bond Hedge Transaction, (3) any Permitted Warrant Transaction and (4) purchase options and related
contingencies), (ii) any non-cash charges recorded in respect of intangible assets (but excluding scheduled amortization of intangible assets), and (iii) the purchase accounting effects of in process
research and development expenses and adjustments to property, inventory and equipment, software and other intangible assets and deferred revenue and deferred expenses in component amounts required or permitted by GAAP and related authoritative
pronouncements (including the effects of such adjustments pushed down to the Borrower and its Subsidiaries), as a result of any acquisition, or the amortization or write-off of any amounts thereof. 

“Consolidated Net Tangible Assets” means, with respect to the Borrower, the total amount of assets (less applicable reserves
and other properly deductible items) after deducting all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent consolidated balance sheet of the
Borrower and its Subsidiaries delivered pursuant to Section 5.01(a) or Section 5.01(b). 
 “Consolidated
Subsidiaries” means Subsidiaries that would be consolidated with the Borrower in accordance with GAAP. 
 “Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. 

“Consolidated Total Indebtedness” means at any time the sum, without duplication, of (i) the aggregate principal amount
of Indebtedness of the Borrower and its Subsidiaries (other than the Captive Insurance Subsidiary) outstanding as of such time calculated on a consolidated basis (other than Indebtedness described in clause (h), (i) or (j) of the definition of
“Indebtedness” 

  
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(provided that there shall be included in Consolidated Total Indebtedness, any Indebtedness (x) in respect of drawings under the items in such clauses (h) and (i) to the extent
not reimbursed within two Business Days after the date of such drawing and (y) in respect of any Swap Agreement entered into for speculative purposes)) plus (ii) the principal amount of any obligations of any Person (other than the
Borrower or any Subsidiary) of the type described in the foregoing clause (i) that are Guaranteed by the Borrower or any Subsidiary (whether or not reflected on a consolidated balance sheet of the Borrower). Notwithstanding the foregoing,
solely for the purposes of determining Consolidated Total Indebtedness at any time on or prior to the consummation of the acquisition of an Acquired Entity or Business, the aggregate principal amount of Acquisition Indebtedness that would otherwise
be included in “Consolidated Total Indebtedness” shall exclude any such Acquisition Indebtedness that includes a customary “special mandatory redemption” provision (or other similar provision) requiring a Loan Party (within a
reasonable period of time following the occurrence of an event set forth in clause (a) or (b) below) to redeem such Acquisition Indebtedness if (a) such acquisition is not consummated within a number of days reasonably acceptable to the
Administrative Agent or (b) the acquisition agreement related to such acquisition terminates in accordance with its terms. For avoidance of doubt, the exclusion in the immediately preceding sentence shall not apply after consummation of the
applicable acquisition. 
 “Control” means, with respect to any Person, the power, directly or indirectly, to direct or
cause the direction of the management and policies of such Person, whether by contract or otherwise. 
 “Convert”,
“Converted” or “Conversion” each means a conversion of TIBOR Rate Loans into Alternative TIBOR Rate Loans, or of Alternative TIBOR Rate Loans into TIBOR Rate Loans, as applicable, in each case pursuant to
Section 2.07 or Section 2.13. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect. 
 “Default” means any event or condition, which constitutes an Event of Default or, which upon
notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
 “Default Rate” has the meaning
set forth in Section 2.12(c). 
 “Defaulting Lender” means any Lender that (a) has failed to (i) fund all or
any portion of any Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply
with its funding obligations hereunder or generally under other agreements in which it has committed to extend credit, or has made a public statement to that effect (unless such writing or 

  
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public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law,
(ii) had publicly appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or Federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of such determination to the Borrower and each Lender. 

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

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other
Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking
fund obligation or otherwise (except as a result of a change of control, public equity offering or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, public equity offering or asset sale event shall
be subject to the prior repayment in full of the Term Loan and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and except as permitted in
clause (a) above), in whole or in part, (c) requires the scheduled payments of dividends in cash (for this purpose, dividends shall not be considered required if the issuer has the option to permit them to accrue, cumulate, accrete or
increase in liquidation preference or if the Borrower has the option to pay such dividends solely in Qualified Equity Interests), or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date. 

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

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

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

“Electronic Copy” has the meaning assigned in Section 9.16(b). 

“Electronic Record” has the meaning assigned to such term by 15 USC §7006, as it may be amended from time to time. 

“Electronic Signature” has the meaning assigned to such term by 15 USC §7006, as it may be amended from time to time.

 “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.04(b)(iii), (v)
and (vi) (subject to such consents, if any, as may be required under Section 9.04(b)(iii)). 
 “Environmental Laws”
means all Laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, imposing liability or standards of conduct concerning
protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or the effect of Hazardous Materials in the environment on health and safety matters. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

  
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 “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity
interest (other than, prior to such conversion, Indebtedness that is convertible into any such equity interests). 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code. 
 “ERISA Event” means (a) any “reportable event,” as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, a failure to satisfy the
minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by
any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of any Loan Party or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition upon any Loan Party or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA. 
 “EU/UK Listed Person” has the meaning
assigned in Section 3.15(a). 
 “EU Bail-In Legislation Schedule” means the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Event of Default” has the meaning assigned to such term in Article VII. 

“Excluded Finco” means Finco, so long as (i) it holds (directly, and together with its Subsidiaries), not more than de
minimis assets (other than (x) any intercompany notes or receivables that relate to the repayment of principal and interest of the Finco Designated Indebtedness or (y) any proceeds from any Indebtedness of Finco (so long as such proceeds
are intended to be distributed to the Borrower) or intercompany notes or receivables that relate to the distribution of such proceeds to the Borrower), (ii) it does not generate more than de minimis Consolidated EBITDA and (iii) it does not at
any time guarantee any third-party Indebtedness of the Borrower. 

  
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 “Excluded Taxes” means any of the following Taxes imposed on or with
respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a
result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
Other Connection Taxes, (b) in the case of a Lender, U.S. withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date
of which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18) or (ii) such Lender changes its Lending Office, except in each case to the
extent that pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(e), and (d) withholding Taxes imposed pursuant to FATCA. 

“Existing Credit Agreement” means the Delayed Draw Term Loan Credit Agreement, dated as of June 16, 2020, by and among
the Borrower (formerly known as Upjohn Inc.), the lenders from time to time party thereto, the guarantors from time to time party thereto and MUFG Bank, Ltd., as administrative agent. 

“Existing Lender” has the meaning assigned to such term in Section 9.04(b), (d) or (f) as the context may require.

 “Facility” means, at any time, (a) on or prior to the Closing Date or the date of funding of the Term Loan, the
aggregate Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Loans of all Lenders outstanding at such time. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the
date of this Agreement (or any amended or successor versions that are each substantively comparable and not materially more onerous to comply with) and any intergovernmental agreements in respect thereof (and any legislation, regulations or other
official guidance pursuant to, or in respect of, such intergovernmental agreements). 
 “Fee Letters” means, collectively,
each of the fee letters entered into by and among the Borrower and any of the Arrangers (or any of their respective affiliates) and/or the Administrative Agent in connection with this Agreement. 

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower
or the relevant Loan Party, as applicable. 
 “Finco” means Upjohn Finance B.V., a wholly owned financing subsidiary of the
Borrower. 

  
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 “Finco Designated Indebtedness” means Indebtedness of Finco issued after
the Effective Date (as defined in the Existing Credit Agreement) and on or prior to the closing date of the Combination Transactions, the proceeds of which are used to fund, in full or in part, the Borrower Cash Distribution (as defined in the
Existing Credit Agreement) and related transaction fees and expenses. 
 “Fitch” means Fitch Ratings, Inc., or any
successor to its rating agency business. 
 “Foreign Jurisdiction Deposit” means a deposit or Guarantee incurred in the
ordinary course of business and required by any Governmental Authority in a foreign jurisdiction as a condition of doing business in such jurisdiction. 

“Foreign Lender” means any Lender that is resident or organized under the laws of a jurisdiction other than that in which the
Borrower is resident for tax purposes. 
 “Foreign Obligor” means a Loan Party that is resident or organized under the laws
of a jurisdiction other than that in which the Borrower is resident, incorporated or organized. 
 “Fund” means any Person
(other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time (except
with respect to accounting for capital leases, as to which such principles in effect on December 31, 2018 shall apply), including those set forth in the Financial Accounting Standards Board’s “Accounting Standards Codification”
or in such other statements by such other entity as approved by a significant segment of the accounting profession. 
 “Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such
as the European Union or the European Central Bank). 
 “Guarantee” of or by any Person (the “guarantor”)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase
(or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other monetary obligation of the
payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or
(d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the
ordinary 

  
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course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary
obligation, or portion thereof, in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary
obligation or the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith. 
 “Guarantee Agreement” means the Guarantee set forth in Article X or
other form of guarantee agreement reasonably acceptable to the Administrative Agent and the Borrower. 
 “Guarantor” means
each Affiliate or Subsidiary of the Borrower (including each Mylan Guarantor), if any, that provides a guarantee of the Obligations pursuant to Section 5.09 or otherwise. 

“Guarantor Joinder Agreement” has the meaning assigned in Section 5.09. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas and all other substances or wastes (including infectious or medical wastes) of any nature regulated
pursuant to any Environmental Law. 
 “Illegality Event” shall have the meaning assigned to such term in
Section 2.07(a)(i). 
 “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business, milestone payments incurred in connection
with any investment or series of related investments, any earn-out obligation except to the extent such obligation is no longer contingent and appears as a liability on the balance sheet of such Person in
accordance with GAAP and deferred or equity compensation arrangements payable to directors, officers or employees), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, but limited to the fair market value of such Property (except to the extent otherwise provided in
this definition), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all obligations of such Person under any Swap Agreement (with the “principal” amount of any
Swap Agreement on any date being equal to the early termination value thereof on such date) and (k) all Attributable Receivables Indebtedness. The Indebtedness of any Person shall (i) include the Indebtedness of any other entity (including
any partnership in which such Person is a general partner) to the extent such Person is 

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

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

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

“Information” has the meaning specified in Section 9.12. 

“Interest Election Request” means a request by the Borrower to Convert or continue a Borrowing in accordance with
Section 2.03. 
 “Interest Payment Date” means, with respect to the Loans, the last day of the Interest Period
applicable thereto and, in the case of a Loan 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. 
 “Interest Period” means with respect to any Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month that is three or six months thereafter (subject to availability), or such other period that is requested by the Borrower and that is consented to by all the Lenders;
provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent Conversion or continuation of such Borrowing. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests or debt 

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

“Laws” means, collectively, all international, foreign, Federal, state and local laws, statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities. 
 “Lenders” means the Persons
listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

“Lender Parties” means, collectively, the Administrative Agent, the Lenders and each
co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to clause (e) of Article VIII. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender
or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. 

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset (or any capital lease having substantially the same economic effect as any of the foregoing). 

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

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

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

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

“Material Indebtedness” means Indebtedness (other than the Loans), of any one or more of the Loan Parties and their
Subsidiaries in an aggregate principal amount exceeding $250,000,000. 
 “Material Subsidiary” means any Guarantor or any
Subsidiary (or group of Subsidiaries as to which a specified condition applies) that would be a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.

 “Maturity Date” means the date that is five years from the Closing Date; provided that if such day is not a
Business Day, the Maturity Date shall be the Business Day immediately preceding such day. 
 “Maximum Rate” has the meaning
assigned to such term in Section 9.14. 
 “Mizuho Bank” means Mizuho Bank, Ltd. and its permitted successors and
assigns. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

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

“Mylan Guarantors” means each Affiliate or Subsidiary of the Borrower, including Mylan Inc., that is an issuer or guarantor
of any Mylan Notes or is otherwise required to provide a guarantee of the Obligations pursuant to Section 5.09. 
 “Mylan
Indentures” means the following: 
 (a)    Indenture dated as of December 21, 2012, among Mylan Inc., as
issuer, the subsidiaries party thereto, and The Bank of New York Mellon, as trustee; 
 (b)    First supplemental
indenture dated as of February 27, 2015, among Mylan Inc., as issuer, Mylan N.V., as guarantor, and The Bank of New York Mellon, as trustee, to the indenture dated as of December 21, 2012; 

  
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 (c)    Second supplemental indenture dated as of March 12, 2015,
among Mylan Inc., as issuer, Mylan N.V., as parent, and The Bank of New York Mellon, as trustee, to the indenture dated as of December 21, 2012; 

(d)    Third supplemental indenture dated as of November 16, 2020, by and among Mylan Inc., the Borrower, Utah
Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the indenture dated as of December 21, 2012; 

(e)    Indenture dated as of November 29, 2013, by and between Mylan Inc., as issuer, and The Bank of New York
Mellon, as trustee; 
 (f)    First supplemental indenture dated as of November 29, 2013, by and between Mylan
Inc., as issuer, and The Bank of New York Mellon, as trustee, to the indenture dated as of November 29, 2013; 

(g)    Second supplemental indenture dated as of February 27, 2015, among Mylan Inc., as issuer, Mylan N.V., as
guarantor, and The Bank of New York Mellon, as trustee, to the indenture dated as of November 29, 2013; 

(h)    Third supplemental indenture dated as of March 12, 2015, among Mylan Inc., as issuer, Mylan N.V., as parent,
and The Bank of New York Mellon, as trustee, to the indenture dated as of November 29, 2013; 
 (i)    Fourth
supplemental indenture dated as of November 16, 2020, by and among Mylan, Inc., the Borrower, Utah Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the indenture dated as of November 29, 2013; 

(j)    Indenture dated as of June 9, 2016, among Mylan N.V., as issuer, Mylan Inc., as guarantor, and The Bank of New
York Mellon, as trustee; 
 (k)    First supplemental indenture dated as of November 16, 2020, by and among Mylan,
Inc., the Borrower, Utah Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the indenture dated as of June 9, 2016; 

(l)    Indenture dated as of November 22, 2016, among Mylan N.V., as issuer, Mylan Inc., as guarantor, and Citibank,
N.A., London Branch, as trustee; 
 (m)    First supplemental indenture dated as of November 16, 2020, by and among
Mylan, Inc., the Borrower, Utah Acquisition Sub Inc., Mylan II B.V. and Citibank, N.A., London Branch, as trustee, to the indenture dated as of November 22, 2016; 

(n)    Indenture dated as of April 9, 2018, by and between Mylan Inc., as issuer, Mylan N.V., as guarantor, and The
Bank of New York Mellon, as trustee; 
 (o)    First supplemental indenture dated as of November 16, 2020, by and
among Mylan, Inc., the Borrower, Utah Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the indenture dated as of April 9, 2018; 

  
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 (p)    Indenture dated as of May 23, 2018, by and between Mylan
Inc., as issuer, Mylan N.V., as guarantor, and Citibank, N.A., London Branch, as trustee; and 
 (q)    First
supplemental indenture dated as of November 16, 2020, by and among Mylan, Inc., the Borrower, Utah Acquisition Sub Inc., Mylan II B.V. and Citibank, N.A., London Branch, as trustee, to the indenture dated as of May 23, 2018. 

“Mylan Notes” means any senior notes issued by Mylan N.V. and Mylan Inc., as applicable, under the Mylan Indentures that are
outstanding . 
 “New Lender” has the meaning assigned to such term in Section 9.04(b), (d) or (f) as the context
may require. 
 “Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such
Lender to the Borrower, substantially in the form of Exhibit B. 
 “Obligations” means all indebtedness (including
interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and other monetary obligations of any of the Loan Parties to any of the
Lenders, their Affiliates and the Administrative Agent, individually or collectively, existing on the Closing Date or arising thereafter (direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured) arising or incurred under this Agreement or any of the other Loan Documents (including under any of the Loans made or other instruments at any time evidencing any thereof), in each case whether now existing or hereafter
arising, whether all such obligations arise or accrue before or after the commencement of any bankruptcy, insolvency or receivership proceedings (and whether or not such claims, interest, costs, expenses or fees are allowed or allowable in any such
proceeding). 
 “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

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

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

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

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

  
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 “Overnight Rate” means, for any day, the rate of interest per annum as
determined by the Administrative Agent at which overnight or weekend deposits in Yen, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day or weekend by a branch or
Affiliate of the Administrative Agent in the Tokyo interbank market for Yen to major banks in such interbank market, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent
by any relevant correspondent bank in respect of such amount in Yen; provided that if such rate is less than zero, the Overnight Rate shall be deemed to be zero for purposes of this Agreement. 

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

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

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 
 “Permitted Bond Hedge Transaction” means (a) any call option or capped call option (or
substantively equivalent derivative transaction) on the Borrower’s common stock purchased by the Borrower in connection with an incurrence of Permitted Convertible Indebtedness and (b) any call option or capped call option (or
substantively equivalent derivative transaction) replacing or refinancing the foregoing; provided that (x) the sum of (i) the purchase price for any Permitted Bond Hedge Transaction occurring after the Closing Date, plus
(ii) the purchase price for any Permitted Bond Hedge Transaction it is refinancing or replacing, if any, minus (iii) the cash proceeds received upon the termination or the retirement of the Permitted Bond Hedge Transaction it is
replacing or refinancing, if any, less (y) the sum of (i) the cash proceeds from the sale of the related Permitted Warrant Transaction plus (ii) the cash proceeds from the sale of any Permitted Warrant Transaction refinancing or
replacing such related Permitted Warrant Transaction, if any, minus (iii) the amount paid upon termination or retirement of such related Permitted Warrant Transaction, if any, does not exceed the net cash proceeds from the incurrence of
the related Permitted Convertible Indebtedness. 
 “Permitted Convertible Indebtedness” means Indebtedness of the Borrower
or any Subsidiary (which may be Guaranteed by the Guarantors) that is (a) convertible into common stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock)
or (b) sold as units with call options, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Borrower and/or cash (in an amount determined by reference to
the price of such common stock). 
 “Permitted Encumbrances” means: 

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

(b)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
landlords’, workmen’s, suppliers’ and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with
Section 5.04; 

  
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 (c)    (i) Liens, pledges and deposits made in the
ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or employment laws or to secure other public, statutory or regulatory obligations (including to support
letters of credit or bank guarantees) and (ii) Liens, pledges or deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing insurance to the Borrower or any Subsidiary; 

(d)    Liens or deposits to secure the performance of bids, trade contracts, governmental contracts,
tenders, statutory bonds, leases, statutory obligations, surety, stay, customs, appeal and replevin bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each
case in the ordinary course of business; 
 (e)    Liens in respect of judgments, decrees, attachments or
awards that do not constitute an Event of Default under clause (k) of Article VII; 

(f)    easements, restrictions (including zoning restrictions), rights-of-way, covenants, licenses, encroachments, protrusions and similar encumbrances and minor title defects affecting real property imposed by law or arising in the ordinary course of business that do not
secure any monetary obligations and do not materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and 

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

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

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

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

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

“Permitted Refinancing Indebtedness” means, with respect to any Person, any amendment, modification, refinancing, refunding,
renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with
such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder (in each case, provided that Indebtedness in respect of such existing unutilized commitments is
then permitted under Section 6.01) (in each case, it being understood that incurrence of Indebtedness in excess of the principal amount (plus any unpaid accrued interest and premium thereon and other reasonable amounts paid, and fees and
expenses reasonably incurred in connection therewith) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended (including the amount equal to any existing commitments unutilized thereunder) shall be permitted if such
excess amount is then permitted under Section 6.01 and reduces the otherwise permitted Indebtedness under Section 6.01), (b) other than with respect to Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant to
Section 6.01(d), such modification, 

  
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refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the earlier of (x) the final maturity date of the Indebtedness so modified,
refinanced, refunded, renewed, replaced or extended and (y) the date which is 91 days after the Maturity Date, (c) other than with respect to Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant to
Section 6.01(d), such modification, refinancing, refunding, renewal, replacement or extension has a Weighted Average Life to Maturity equal to or greater than the shorter of (x) the remaining Weighted Average Life to Maturity of, the
Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (y) the Weighted Average Life to Maturity of the portion of such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended that matures
on or prior to the Maturity Date and (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding,
renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders (in the good faith determination of the Borrower) as those contained in the documentation
governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended. 
 “Permitted Warrant
Transaction” means any call options, warrants or rights to purchase (or substantively equivalent derivative transactions) on common stock of the Borrower purchased by the Borrower substantially concurrently with a Permitted Bond Hedge
Transaction. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit
plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Platform” has the meaning set forth in Section 5.01. 

“Post-Acquisition Period” means, with respect to (a) the Combination Transactions, the period beginning on the closing
date of the Combination Transactions and ending on the two year anniversary thereof and (b) any other acquisition, the period beginning on the date such acquisition is consummated and ending on the
one-year anniversary of the date on which such acquisition is consummated. 
 “Pro Forma
Adjustment” means, for any applicable period of measurement that includes all or any part of a fiscal quarter included in the Post-Acquisition Period, with respect to the Consolidated EBITDA of the applicable Acquired Entity or Business or
the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Consolidated EBITDA, projected by the Borrower in good faith as a result of (a) actions that have been taken during such Post-Acquisition Period for the
purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired
Entity or Business with the operations of the Borrower and its Subsidiaries and, in each case, which are expected to have a 

  
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continuing impact on the consolidated financial results of the Borrower, calculated assuming that such actions had been taken on, or such costs had been incurred since, the first day of such
period; provided that any such pro forma increase or decrease to such Consolidated EBITDA shall be without duplication for cost savings or additional costs already included in such Consolidated EBITDA for such period of measurement. 

“Pro Forma Basis” means with respect to compliance with any test covenant hereunder, that (A) to the extent applicable,
the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or
covenant: (a) income statement items (whether positive or negative) attributable to the Property or Person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any
Subsidiary of the Borrower owned by the Borrower or any of its Subsidiaries or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of an acquisition or
Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness and (c) any Indebtedness incurred or assumed by the Borrower or any of the Subsidiaries in connection
therewith; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely
to the extent that such adjustments are (x) consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are in the good faith determination of the Borrower reasonably
identifiable and factually supportable and (y) expected to have a continuing impact on the consolidated financial results of the Borrower and its Subsidiaries. 

“Prohibition” has the meaning assigned in Section 10.01. 

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

  
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 “Qualified Equity Interests” means Equity Interests of the Borrower other
than Disqualified Equity Interests. 
 “Receivables” means all accounts receivable (including all rights to payment created
by or arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance). 

“Receivables Entity” means a wholly owned Subsidiary of the Borrower which engages in no activities other than in connection
with the financing of Receivables of the Receivables Sellers and which is designated (as provided below) as a “Receivables Entity”. Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent
an officer’s certificate of the Borrower certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions. 

“Receivables Sellers” means the Borrower and those Subsidiaries (other than Receivables Entities) that are from time to time
party to the Permitted Receivables Facility Documents. 
 “Recipient” means the Administrative Agent and any Lender, as
applicable. 
 “Register” has the meaning set forth in Section 9.04(c). 

“Regulation S-X” means Regulation S-X under
the Securities Act of 1933, as amended. 
 “Related Parties” means, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents, trustees and administrators of such Person and of such Person’s Affiliates. 

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

“Required Lenders” means, at any time, Lenders with Term Commitment or Loans, as the case may be, aggregating more than 50%
of the aggregate principal amount of all Term Commitments or Loans, as the case may be, outstanding at such time; provided that the Term Commitment or Loans, as the case may be, of any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders. 
 “Rescindable Amount” has the meaning as defined in Section 2.17(d).

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

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority. 
 “Responsible Officer” means (a) the chief executive officer, executive director, president, vice
president, chief financial officer, treasurer, assistant treasurer or controller of the Borrower or another Loan Party, as context shall require, and (b) solely for purposes of notices given pursuant to Article II, any other officer or employee
of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent.


  
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Any document delivered hereunder that is signed by a Responsible Officer of the Borrower or another Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of the Borrower or such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower or such Loan Party. 

“Restricted Cash” means, for any Person, any amount of cash of such Person that is contractually required to be set aside,
segregated or otherwise reserved. 
 “Restricted Payments” means any dividend or other distribution (whether in cash,
securities or other property (other than Qualified Equity Interests)), with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other property (other than Qualified Equity Interests)), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in
the Borrower. 
 “Revolving Credit Agreement” means that certain Revolving Credit Agreement dated as of the date hereof,
among the Borrower, certain Affiliates and Subsidiaries of the Borrower from time to time party thereto, each lender from time to time party thereto, each issuing bank from time to time party thereto and Bank of America, N.A., as administrative
agent thereunder. 
 “S&P” means S&P Global Ratings, and any successor thereto. 

“Same Day Funds” means same day or other funds as may be reasonably determined by the Administrative Agent to be customary in
the place of disbursement or payment for the settlement of international banking transactions in Yen. 
 “SEC” means the
Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority succeeding to any of its principal functions. 

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they become absolute and matured and (d) such Person is not engaged in any business, as conducted on such date and as proposed to be conducted following such date, for which such
Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability. 
 “specified currency” has the meaning
assigned in Section 2.19. 

  
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 “Specified Transaction” means, with respect to any Test Period, any of the
following events occurring after the first day of such Test Period and prior to the applicable date of determination: (i) any Investment by the Borrower or any Subsidiary in any Person (including in connection with any acquisition) other than a
Person that was a wholly-owned Subsidiary on the first day of such period involving consideration paid by the Borrower or such Subsidiary in excess of $50,000,000, (ii) any disposition outside the ordinary course of business of assets by the
Borrower or any Subsidiary with a fair market value in excess of $50,000,000, (iii) any incurrence or repayment of Indebtedness (in each case, other than borrowings and repayments of Indebtedness in the ordinary course of business under revolving
credit facilities except to the extent there is a reduction in the related revolving credit commitment) and (iv) any Restricted Payment involving consideration paid by the Borrower or any Subsidiary in excess of $50,000,000. 

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

“Subsidiary” means any subsidiary of the Borrower. 

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the
Borrower or the Subsidiaries shall be a Swap Agreement. 
 “Taxes” means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Commitment” means, with respect to each Lender, the commitment, if any, of such Lender on or prior to the Closing Date
to make the Term Loan to the Borrower hereunder in an aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule 2.01, as such commitment may be reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04 of this Agreement. The initial amount of each Lender’s Term Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption to which such Lender becomes a party
hereto, as applicable. The aggregate amount of the Lenders’ Term Commitments on the Closing Date is ¥40,000,000,000. 

“Term Loan” has the meaning set forth in Section 2.01. 

“Test Period” means the period of four fiscal quarters of the Borrower ending on a specified date. 

  
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 “TIBOR Rate” means, for any Interest Period, the interest rate per annum
appearing on Reuters screen page 17097 (or, in the event that such rate does not appear on such screen page, on any successor or substitute page on such screen that displays such rate) as the Tokyo interbank offered rate in Yen published by Ippan
Shadan Hojin JBA TIBOR Administration (or in the event that such rate does not appear on any such screen page, on the appropriate page of a comparable commercially available source which publishes that rate from time to time, as selected by the
Administrative Agent in its reasonable discretion (provided, that the Administrative Agent shall have generally selected such page for similarly situated borrowers)) at approximately 11:00 A.M. (Tokyo time) two Tokyo Business Days prior to the first
day of such Interest Period in the approximate amount of the applicable Loan and having a maturity equal to such Interest Period; provided that if such rate is less than zero, the TIBOR Rate shall be deemed to be zero for the purposes of this
Agreement. 
 “TIBOR Rate Loan” means a Loan that bears interest based on the TIBOR Rate. 

“Tokyo Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to
close under the Laws of, or are in fact closed in, Tokyo, Japan. 
 “Transactions” means the execution, delivery and
performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of the Term Loan hereunder, the use of the proceeds thereof and the payment of fees and expenses hereunder. 

“Triggering Indebtedness” has the meaning assigned in Section 5.09. 

“UK” and “United Kingdom” each mean the United Kingdom of Great Britain and Northern Ireland. 

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 
 “UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 

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

“Unrestricted Cash” means cash other than Restricted Cash. 

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

 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial
maturity or other 

  
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required payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest
one-twelfth) which will elapse between such date and the making of such payment. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “wholly owned” means, with
respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by
applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person. 
 “Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation
for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable
Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises,
to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any
obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 

“Yen” and “¥” mean the lawful money of Japan. 

SECTION 1.02    Currency Translation. For purposes of any determination under Article VI (other than
Section 6.07) or Article VII and the definitions employed therein, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates in
effect on the date of such determination (as reasonably determined by the Borrower). For purposes of Section 6.07, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing
the Borrower’s most recent annual and quarterly financial statements. 
 SECTION 1.03    Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to
time amended, supplemented, refinanced, restated, replaced or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular


  
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provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights. 
 SECTION 1.04    Accounting Terms; GAAP. 

(a)    Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring
after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) notwithstanding anything in GAAP to the contrary, for purposes of all financial calculations hereunder, the amount of any
Indebtedness outstanding at any time shall be the stated principal amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount of such Indebtedness at any time shall be its
accreted amount at such time). 
 (b)    Notwithstanding anything to the contrary herein, for purposes of determining
compliance with any test or covenant or the compliance with or availability of any basket contained in this Agreement, the Consolidated Leverage Ratio, Consolidated Total Assets and Consolidated Net Tangible Assets shall be calculated with respect
to such period on a Pro Forma Basis. 
 SECTION 1.05    Payments on Business Days. When the payment of any
Obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and
such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, with respect to any payment of interest on or principal of the Loans, if such extension would cause any such payment to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 

SECTION 1.06    Rounding. Any financial ratios required to be maintained by the Borrower and its Subsidiaries
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (with a rounding-up if there is no nearest number). 

SECTION 1.07    Divisions. For all purposes under the Loan Documents, in connection with any division or plan
of division under Delaware law (or any comparable event 

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

SECTION 1.08    Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable). 
 SECTION 1.09    Interest Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “TIBOR
Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including, without
limitation, the Alternative TIBOR Rate) or the effect of any of the foregoing. 
 ARTICLE II 

The Credits 

SECTION 2.01    Term Commitments. 

Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan to the Borrower on the Closing Date or
the Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request) in Yen in an amount not to exceed such Lender’s Term Commitment (collectively, the “Term Loan”). The borrowing on the Closing Date
or the Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request) shall consist of Loans made simultaneously by the Lenders in accordance with their respective Term Commitments. Amounts borrowed under this
Section 2.01 and repaid or prepaid may not be reborrowed. 
 SECTION 2.02    Loan and Borrowings. 

(a)    The funding of the Term Loan on the Closing Date or the Business Day immediately thereafter (as specified by the
Borrower in the Borrowing Request) shall be made as part of a Borrowing consisting of Loans funded by the Lenders ratably in accordance with their respective Term Commitments. The failure of any Lender to make the portion of the Term Loan


  
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required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Term Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to fund the Term Loan as required. 
 (b)    Subject to Section 2.07 or
Section 2.13, each Borrowing shall be comprised entirely of TIBOR Rate Loans. Each Lender at its option may make any TIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 

(c)    Each Borrowing of, or continuation of, Loans shall be in an aggregate amount that is an integral multiple of the
Borrowing Multiple (or, if not an integral multiple, the entire available amount) and not less than the Borrowing Minimum. One or more Borrowings may be outstanding at the same time; provided that there shall not at any time be more than a
total of four (4) Borrowings outstanding. 
 (d)    Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to Convert or continue, any Borrowing if the Interest Period requested would end after the Maturity Date. 

SECTION 2.03    Requests for Borrowings. To request a Borrowing of the Term Loan on the Closing Date or the
Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request), a Conversion of Loans or a continuation of Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by a written Borrowing
Request in a form attached hereto as Exhibit C or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),
appropriately completed and signed by a Responsible Officer of the Borrower. Each such Borrowing Request must be received by the Administrative Agent not later than noon (x) three Business Days prior to the requested date of the Borrowing of
Loans or (y) four Business Days prior to the requested date of the Conversion of or continuation of Loans; provided, however, that if the Borrower wishes to request Loans having an Interest Period other than three or six months in
duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than noon four Business Days prior to the requested date of such Borrowing, Conversion or
continuation of Loans, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., one Business
Day before the requested date of such Borrowing, Conversion or continuation of Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the
applicable Lenders. Each Borrowing Request shall specify the following information in compliance with Section 2.02: 

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

(ii)    the date of such Borrowing, Conversion or continuation, which shall be a Business Day; 

  
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 (iii)    in the case of a Conversion, whether it is a Conversion from a
TIBOR Rate Loan to an Alternative TIBOR Rate Loan or from an Alternative TIBOR Rate Loan to a TIBOR Rate Loan; 

(iv)    the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; 
 (v)    with respect to the borrowing of the Term Loan on the Closing Date or the
Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request), the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
and 
 (vi)    whether the Borrower is requesting the borrowing of the Term Loan, a Conversion of Loans, or a
continuation of Loans. 
 In the case of a failure to timely request a continuation of Loans, such Loans shall be continued as Loans with an Interest Period
of three months’ duration. If no Interest Period is specified with respect to any requested Borrowing or Conversion or continuation of Loans, then the Borrower shall be deemed to have selected an Interest Period of three month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Except as otherwise provided herein, a Loan may be continued or Converted only on the last day of an Interest Period for such Loan. 

SECTION 2.04    [Intentionally Omitted]. 

SECTION 2.05    [Intentionally Omitted]. 

SECTION 2.06    Funding of Borrowings. 

(a)    Each Lender shall make the portion of the Term Loan to be made by it hereunder on the Closing Date or the Business
Day immediately thereafter (as specified by the Borrower in the Borrowing Request) by wire transfer in Same Day Funds by 2:00 p.m., New York City time, to the account of the Administrative Agent designated by it for such purpose by notice to the
Lenders in an amount equal to such Lender’s Applicable Percentage or other percentage provided for herein. The Administrative Agent will make the Term Loan available to the Borrower on the Closing Date or the Business Day immediately thereafter
(as specified by the Borrower in the Borrowing Request) by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the Borrowing Request. 

(b)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of the
Borrowing in paragraph (a) of this Section that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on
such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing on the
Closing Date or the Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request) available to the Administrative Agent, then 

  
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the applicable Lender and the Borrower agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing or (ii) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing. If the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower or any other Loan Party may have against any Lender as a result of any default by such Lender hereunder. 

SECTION 2.07    Illegality. 

(a)    Notwithstanding any other provision of this Agreement: 

(i)    if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the
interpretation of any Law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations hereunder to maintain TIBOR Rate Loans
hereunder or to determine or change interest rates based upon the TIBOR Rate (an “Illegality Event”), then the Administrative Agent shall forthwith so notify the Borrower, and the obligation of such Lender to continue TIBOR Rate
Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lender that the circumstances causing such suspension no longer exist; or 

(ii)    if Lenders constituting the Required Lenders shall notify the Administrative Agent of an Illegality Event with
respect to such Required Lenders, then the Administrative Agent shall promptly so notify the Borrower, and the obligation of each Lender to continue TIBOR Rate Loans as TIBOR Rate Loans shall be suspended until the Administrative Agent shall notify
the Borrower and each Lender that the circumstances causing such suspension no longer exist. 
 (b)    Upon receipt of
any notice of an Illegality Event from the Administrative Agent, the Borrower shall, at its election, either (A) Convert all TIBOR Rate Loans into Alternative TIBOR Rate Loans (by delivering to the Administrative Agent a Borrowing Request in
accordance with Section 2.03 with respect to such Conversion) at the end of the applicable Interest Period (unless such Lender or such Required Lenders, as applicable, may not lawfully maintain its or their TIBOR Rate Loans until such date, in
which case, upon receipt of such notice from the Administrative Agent that such Lender or such Required Lenders, as applicable, may not lawfully maintain its or their TIBOR Rate Loans, such TIBOR Rate Loan shall automatically (and without any
further action by the Borrower) be Converted into an Alternative TIBOR Rate Loan), or (B) prepay in full all TIBOR Rate Loans at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the last
day of the current Interest Period for such TIBOR Rate Loan, the Borrower shall be deemed to have elected clause (A) above with an Interest Period of three months’ duration. Upon such Conversion or prepayment, the Borrower shall also pay
accrued interest to the date of such Conversion or prepayment on the amount so prepaid or Converted. 

  
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 (c)    If the Borrower at any time receives a notice from the
Administrative Agent that the relevant Illegality Event no longer exists, the Borrower may, at its election, Convert any applicable Alternative TIBOR Rate Loans (that were Converted from TIBOR Rate Loans pursuant to paragraph (b) of this
Section 2.07 as a result of such Illegality Event) at the end of the applicable Interest Period back to TIBOR Rate Loans by delivering to the Administrative Agent a Borrowing Request in accordance with Section 2.03 with respect to such
Conversion. 
 SECTION 2.08    Reduction of Commitments. Unless previously terminated, the aggregate Term
Commitments shall be automatically, permanently and irrevocably reduced to zero at 5:00 p.m., New York City time, on the Business Day immediately following the Closing Date, such that no additional Term Loan or other extension of credit in respect
thereof will be made after such date. 
 SECTION 2.09    Repayment of Loans; Evidence of Debt. 

(a)    The Borrower hereby unconditionally promises to pay in Yen to the Administrative Agent for the account of each
Lender on the Maturity Date (or such earlier date on which the Loans become due and payable pursuant to Article VII) an amount equal to the then remaining aggregate principal amount of the Term Loan outstanding on such date in full. 

(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the interest rate applicable thereto and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

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

  
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 SECTION 2.10    Optional Prepayment of Loans. 

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

(b)    The Borrower shall notify the Administrative Agent in writing (including transmission by electronic communication
in accordance with Section 9.01(b)) of any prepayment hereunder not later than 2:00 p.m., New York City time, four (4) Business Days 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; provided that a notice of prepayment of the then outstanding principal amount of the Loans delivered by the Borrower may state that such notice is conditioned upon
the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be
in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum . Each prepayment of a Borrowing shall be applied ratably to the Loans included in the notice of prepayment. Prepayments pursuant
to this Section 2.10 shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15. 

SECTION 2.11    Fees. 

(a)    The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the
times separately agreed upon between the Borrower and the Administrative Agent. 
 (b)    All fees payable hereunder
shall be paid on the dates due, in Dollars or such other currency in which the applicable fees are expressed to be payable and in Same Day Funds, to the Administrative Agent for its own account or for distribution, as applicable. Fees paid shall not
be refundable under any circumstances. 
 SECTION 2.12    Interest. 

(a)    Each TIBOR Rate Loan shall bear interest at the TIBOR Rate for the Interest Period in effect for such Loan in effect
from time to time plus the Applicable Rate. 
 (b)    Each Alternative TIBOR Rate Loan shall bear interest at the
Alternative TIBOR Rate for the Interest Period in effect for such Loan plus the Applicable Rate. 

(c)    Notwithstanding the foregoing, at any time (x) an Event of Default has occurred and is continuing under
clauses (h), (i) or (j) of Article VII or (y) if any principal of or interest on the Term Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise,
then such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the 

  
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case of overdue principal of the Term Loan, 2% plus the rate otherwise applicable to the Term Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount, upon the request of the Required Lenders, 2% plus the rate applicable to TIBOR Rate Loans having an Interest Period of three months (the “Default Rate”). 

(d)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the
Maturity Date (or such earlier date on which the Loans become due and payable pursuant to Article VII); provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of the Loans, 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 Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such Conversion. 

(e)    All interest hereunder shall be computed on the basis of a year of 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 TIBOR Rate or Alternative TIBOR Rate shall be determined by the Administrative Agent in accordance with the
provisions of this Agreement, and such determination shall be conclusive absent manifest error. 

SECTION 2.13    Inability to Determine Rate of Interest. 

(a)    If, with respect to any TIBOR Rate Loans: 

(i)    the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the TIBOR Rate because the three-month or six-month tenor or the tenor of any other Interest Period determined in accordance with the definition of the term
“Interest Period” of the TIBOR Rate (including any forward-looking term rate thereof) is available or published on a current basis, and such circumstances are unlikely to be temporary; or 

(ii)    the Administrative Agent is advised by the Required Lenders that the TIBOR Rate for the applicable TIBOR Rate
Loan will not adequately and fairly reflect the cost to such Lenders of maintaining their TIBOR Rate Loans included in such Borrowing for such Interest Period, 

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy or transmission by electronic communication
in accordance with Section 9.01 as promptly as practicable thereafter. Thereafter, the obligation of the Lenders to continue TIBOR Rate Loans shall be suspended, until the Administrative Agent (or, in the case of a determination by the
Required Lenders described in clause (a)(ii) of this Section 2.13, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower shall, at its election, either
(A) Convert all TIBOR Rate Loans into Alternative TIBOR Rate Loans (by delivering to the Administrative Agent a Borrowing Request in accordance with Section 2.03 with respect to such Conversion) at the end of the applicable Interest
Period, or (B) prepay in full all TIBOR Rate Loans at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the last day of the current 

  
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Interest Period for such TIBOR Rate Loan, the Borrower shall be deemed to have elected clause (A) above with an Interest Period of three months’ duration. Upon such Conversion or
prepayment, the Borrower shall also pay accrued interest to the date of such Conversion or prepayment on the amount so prepaid or Converted. 

(b)    If the Borrower at any time receives a notice from the Administrative Agent that the notice provided pursuant to
Section 2.13(a) is revoked, the Borrower may, at its election, Convert any applicable Alternative TIBOR Rate Loans (that were Converted from TIBOR Rate Loans pursuant to paragraph (a) of this Section 2.13) at the end of the applicable
Interest Period back to TIBOR Rate Loans by delivering to the Administrative Agent a Borrowing Request in accordance with Section 2.03 with respect to such Conversion. 

SECTION 2.14    Increased Costs. 

(a)    If any Change in Law shall: 

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

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

(iii)    impose on any Lender or the Tokyo interbank market any other condition affecting this Agreement or Loans made by
such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making, Converting to, continuing or maintaining any
Loan under this Agreement or of maintaining its obligation to make any such Loan or to reduce the amount of any sum received or receivable by such Lender hereunder, whether of principal, interest or otherwise, in each case by an amount deemed by
such Lender to be material in the context of its making of, and participation in, extensions of credit under this Agreement, then, upon the request of such Lender, the Borrower will pay to such Lender, such additional amount or amounts as will
compensate such Lender, for such additional costs incurred or reduction suffered. 
 (b)    If any Lender determines in
good faith that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time, upon the request of such Lender, the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or
such Lender’s holding company for any such reduction suffered. 
 (c)    A certificate of a Lender setting forth in
reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as 

  
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specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due
on any such certificate within ten (10) days (or such later date as may be agreed by the applicable Lender) after receipt thereof. 

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

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

SECTION 2.15    Break Funding Payments. In the event of (a) the payment of any principal of any Loan
other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.10), (b) the Conversion of any 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 2.10 and is
revoked in accordance therewith) or (d) the assignment of any Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event. Such loss, cost or expense to any Lender may be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the TIBOR Rate or Alternative TIBOR Rate, as applicable, that would have been applicable to such Loan
(and excluding any Applicable Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, Convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in
the relevant currency of a comparable amount and period from other banks in the Tokyo interbank market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days (or such later date as may be agreed by the
applicable Lender) after receipt thereof. 
 SECTION 2.16    Taxes. 

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on
account of any obligation of any Loan Party under any 

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

(c)    Tax Indemnifications. 

(i)    Each of the Loan Parties shall indemnify each Recipient, and shall make payment in respect thereof within 10 days
after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) payable or paid by such Recipient or required to be withheld or
deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error. 
 (ii)    Each Lender shall, and does hereby, severally indemnify, and shall make
payment in respect thereof within 10 days after written demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 9.04(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or any Loan Party, as applicable, shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent or any Loan Party, as applicable, to set off and apply any and all amounts at 

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

(e)    Status of Lenders; Tax Documentation. 

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

(ii)    Without limiting the generality of the foregoing, 

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

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


  
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thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

 

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


  

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



 

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


  

	 	(iv)	 to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or
W-8BEN-E (or successor form), a United States Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct
or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit G-4 on
behalf of each such direct and indirect partner; 



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

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Laws (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 (iii)    Each Lender agrees that if any form or
certification it previously delivered pursuant to this Section 2.16(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing
of its legal inability to do so. 
 (f)    Treatment of Certain Refunds. Unless required by applicable Laws, at
no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender,
as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid
additional amounts pursuant to this Section 2.16, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 2.16 with
respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid 

  
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over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the
Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Such Recipient shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the
requirement to repay such refund received from the relevant Governmental Authority (provided that the Recipient may delete any information therein that Recipient deems confidential). This subsection shall not be construed to require any Recipient to
make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 

(g)    For purposes of this Section 2.16, the term “applicable Laws” includes FATCA. 

(h)    Survival. Each party’s obligations under this Section 2.16 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. 

SECTION 2.17    Payments Generally; Pro Rata Treatment; Sharing of Setoffs. 

(a)    The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, or fees,
or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) without condition or deduction for any counterclaim, defense, recoupment or setoff prior to 2:00 p.m., New York City time on the date when due, in Same Day Funds. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made in Yen to the
Administrative Agent at the Administrative Agent’s Office, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments
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. 

(b)    If at any time insufficient funds are received by and available to the 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 based on the amount thereof among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably based on the amount thereof among the parties entitled thereto in accordance with the amounts of principal
then due to such parties. 

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

(d)    (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders the amount due; and (ii) with respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the
Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. 

(e)    If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06, 2.17 or 9.03,
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid. The obligations of the Lenders hereunder to make Loans and to make payments are several and not joint. The failure of any Lender to make any Loan or to make any payment on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payments. 

  
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 SECTION 2.18    Mitigation Obligations; Replacement of
Lenders. 
 (a)    If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Any Lender claiming reimbursement of such costs
and expenses shall deliver to the Borrower a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error. 

(b)    If (1) any Lender requests compensation under Section 2.14, (2) the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, (3) any Lender is a Defaulting Lender, (4) any Lender fails to grant a consent in connection with any proposed change,
waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 9.02 for which the consent of each Lender or each affected Lender is required but the consent of the Required Lenders is obtained, or (5) any
other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, but excluding the consents required by, Section 9.04), all of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(i)    the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.04 (unless
otherwise agreed by the Administrative Agent); 
 (ii)    such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.15) from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (iii)    in
the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter;
and 

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

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

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

SECTION 2.19    Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the
Business Day preceding that on which final, non-appealable judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall,
notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so
due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so
purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the
Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.17, such Lender or the
Administrative Agent, as the case may be, agrees to remit such excess to the Borrower. 

SECTION 2.20    Defaulting Lender. 

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

  
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payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction
obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing
to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded
its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all
non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the
Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.20(a) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 
 (b)    Defaulting Lender Cure. If the Borrower
and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro
rata by the Lenders in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

  
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 ARTICLE III 

Representations and Warranties 

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

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

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

  
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 SECTION 3.04    Financial Statements; Financial Condition; No
Material Adverse Change. 
 (a)    The Borrower has heretofore furnished to the Lenders the Borrower’s
consolidated balance sheet and statements of earnings, stockholders equity and cash flows, (x) for each of the three fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018 reported on by Deloitte &
Touche LLP, independent public accountants, and (y) as of, and for the fiscal quarter ended, March 31, 2020, certified by its chief financial officer which financial statements present fairly, in all material respects, the consolidated
financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in accordance with GAAP. 

(b)    Except as set forth on Schedule 3.04(b), since December 31, 2020, there has been no material adverse
change in the business, assets, properties or financial condition of the Borrower and its Subsidiaries, taken as a whole. 

SECTION 3.05    Properties. 

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

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

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

SECTION 3.08    Investment Company Status. Neither the Borrower nor any other Loan Party is required to
register as an “investment company” as defined in the Investment Company Act of 1940. 

SECTION 3.09    Taxes. Each of the Borrower and its Subsidiaries has filed or caused to be filed all Tax
returns and reports required to have been filed and has paid or caused to be paid all Taxes (including any Taxes in the capacity of a withholding agent) required to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books reserves to the extent required by GAAP or (b) to the extent that the failure to do so would not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. 
 SECTION 3.10    Solvency. On
the Closing Date and the date of funding of the Term Loan, after giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. 

SECTION 3.11    [Reserved]. 

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

SECTION 3.14    PATRIOT Act. Each of the Loan Parties and each of their respective Subsidiaries are in
compliance, in all material respects, with the Act. No part of the proceeds of 

  
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the Term Loan will be used, directly or, to the knowledge of the Borrower, indirectly, for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

SECTION 3.15    OFAC. 

(a)    Neither the Borrower, nor any Subsidiary is (i) a Person whose name appears on the list of Specially Designated
Nationals and Blocked Persons published by OFAC (an “OFAC Listed Person”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V,
as amended) or a Person whose name appears on any economic sanctions list administered by the European Union or Her Majesty’s Treasury (an “EU/UK Listed Person”) or a Person that is the target of European Union or United
Kingdom economic sanctions; or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or any EU/UK Listed Person, or (y) the government
of a country the subject of comprehensive U.S. economic sanctions administered by OFAC (collectively, “OFAC Countries”). 

(b)    The Borrower represents and covenants that neither the Term Loan, nor the proceeds from the Term Loan, has been or
will be used, directly or, to the knowledge of the Borrower, indirectly, to lend, contribute, provide or has otherwise been made or will otherwise be made available for the purpose of funding any activity or business in any OFAC Countries or for the
purpose of funding any prohibited activity or business of any Person located, organized or residing in any OFAC Country or who is an OFAC Listed Person or an EU/UK Listed Person, absent valid and effective license and permits issued by the
government of the United States or otherwise in accordance with applicable Laws, or in any other manner that will result in any material violation by any Lender, any Arranger or the Administrative Agent of the sanctions administered or enforced by
OFAC (31 C.F.R., Subtitle B, Chapter V, as amended). 
 SECTION 3.16    Beneficial Ownership Certification.
The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects, as of the Closing Date and each other date on which such Beneficial Ownership Certification is delivered. 

SECTION 3.17    Representations as to Foreign Obligors. Each Foreign Obligor represents and warrants to the
Administrative Agent and the Lenders that: 
 (a)    Such Foreign Obligor is subject to civil and commercial Laws with
respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such
Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property (other than, in case of a Foreign
Obligor organized under the laws of the Netherlands, assets located in the Netherlands that are destined for public service and books and records) has any immunity from jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to 

  
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judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under
the Applicable Foreign Obligor Documents. 
 (b)    The Applicable Foreign Obligor Documents are in proper legal form
under the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority
or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable
Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or
similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the
Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. 

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

ARTICLE IV 
 Conditions
Precedent 
 SECTION 4.01    Conditions Precedent to Closing Date Borrowing. This Agreement shall become
effective on and as of the first date on which the following conditions precedent have been satisfied, and the obligation of each Lender to make the Term Loan on or prior to the Business Day immediately following such date shall be subject to the
satisfaction of such conditions precedent: 
 (a)    The Administrative Agent (or its counsel) shall have received from
(i) each party hereto either (A) a counterpart of this Agreement duly executed and delivered by or on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or
electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; 

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

  
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 (c)    The Administrative Agent shall have received such customary
closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower
and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower and the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative
Agent and its counsel; 
 (d)    The Administrative Agent shall have received evidence reasonably satisfactory to it
that prior to or substantially concurrently with the making of the Term Loan hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable thereunder have been paid in full and all commitments to extend credit
thereunder shall have terminated; 
 (e)    The Administrative Agent shall have received a certificate attesting to the
Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date and the date of funding of the Term Loan after giving effect to the Transactions in or substantially in the form attached as Exhibit G hereto, from a
Financial Officer of the Borrower; 
 (f)    (i) Upon the reasonable request of the Administrative Agent or any Lender
made at least ten days prior to the Closing Date, the Borrower shall have provided to the Administrative Agent or such Lender the documentation and other information so requested in connection with applicable “know your customer” and
anti-money-laundering rules and regulations, including the Act, in each case at least five days prior to the Closing Date and (ii) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, the Borrower shall deliver to the Administrative Agent and the Lenders a Beneficial Ownership Certification in relation to the Borrower; 

(g)    All costs, fees, expenses (including legal fees and expenses) to the extent invoiced at least two Business Days
prior to the Closing Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letters or
the Loan Documents to be paid on or prior to the Closing Date; 
 (h)    The Administrative Agent shall have received
Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date; 

(i)    The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower
certifying (A) that the representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty that
is qualified by materiality shall be true and correct in all respects) on and as of the Closing Date and the date of funding of the Term Loan, except where any representation and warranty is expressly made as of a specific earlier date, such
representation and warranty shall be true in all material respects as of any such earlier date, (B) that at the time of and immediately after giving effect to the Borrowing of the Term Loan, no Default shall have occurred and be continuing and
(C) that, except as set 

  
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forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect; and 
 (j)    The Administrative Agent shall have received
a Borrowing Request, duly completed and executed by the Borrower. 
 Without limiting the generality of the provisions of the sub-clause (e)(v) of clause (c) of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto. 
 ARTICLE V 

Affirmative Covenants 

Until the Commitment has expired or been terminated and the principal of and interest on the Term Loan and all fees payable hereunder shall
have been paid in full, the Borrower covenants and agrees with the Administrative Agent and the Lenders that: 

SECTION 5.01    Financial Statements and Other Information. The Borrower will furnish to the Administrative
Agent (who shall promptly furnish a copy to each Lender): 
 (a)    as soon as available, but in any event within ninety
(90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and related statements of operations, stockholders’ equity and cash flows as of the end
of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (without a “going concern” or like
qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations
of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP; 
 (b)    as soon as
available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and
related statements of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or,
in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial position and results of operations of the Borrower and its
Consolidated Subsidiaries 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
clause (a) or (b) above, a certificate substantially in the form of Exhibit D executed by a Financial Officer (x) certifying as to whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default has occurred
and is continuing and, if so, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and (y) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07; 

(d)    [reserved]; 

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

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

Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered
if such statements and information shall have been posted by the Borrower on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website
pursuant to the EDGAR system. 
 The Borrower acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be
obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting such information on DebtDomain, IntraLinks, Syndtrak,
ClearPar, or similar electronic transmission system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) (each, a “Public Lender”). The Borrower agrees to identify that portion of the information to be provided
to Public Lenders hereunder as “PUBLIC” and that such information will not contain material non-public information relating to the Borrower or its Subsidiaries (or any of their securities). 

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

(a)    the occurrence of any continuing Default; 

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

  
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 (c)    the occurrence of any ERISA Event that, alone or together with
any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and 

(d)    any change in the information provided in the Beneficial Ownership Certification that would result in a change to
the list of beneficial owners identified in parts (c) or (d) of such certification. 
 Each notice delivered under this Section shall be accompanied by
a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 5.03    Existence; Conduct of Business. The Borrower will, and will cause each of its Material
Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its
business, except, in the case of the preceding clause (ii), to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any transaction that is not
otherwise prohibited under Section 6.03. 
 SECTION 5.04    Payment of Obligations. The Borrower will,
and will cause each of its Subsidiaries to, pay its obligations (other than Indebtedness), including Tax liabilities, before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested
in good faith by appropriate proceedings and (ii) the Borrower or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP or (b) the failure to make payment would not reasonably be expected
to, individually or in the aggregate, result in a Material Adverse Effect. 
 SECTION 5.05    Maintenance of
Properties; Insurance. The Borrower will, and will cause each of its Material Subsidiaries to, (a) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted
and casualty or condemnation excepted, except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies or through self-insurance,
insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. 

SECTION 5.06    Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or, during the continuance of an Event of Default, any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its senior officers and use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and condition of the Borrower, all at such reasonable times
and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements and to the extent the Borrower reasonably determines that such inspection, examination or discussion will not
violate or result in the waiver of any attorney-client privilege ; provided that (i) the Lenders will conduct 

  
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such requests for visits and inspections through the Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, such visits and inspections can occur no more
frequently than once per year. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. 

SECTION 5.07    Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply
with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect. 
 SECTION 5.08    Use of Proceeds. The proceeds of the Term Loans will
be used for general lawful corporate purposes of the Borrower and its Subsidiaries (including to refinance any indebtedness (including accrued and unpaid interest) of the Borrower). No part of the proceeds of the Term Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 

SECTION 5.09    Guarantees. (i) In the event that any Subsidiary of the Borrower (other than an Excluded
Finco or a Receivables Entity) incurs or guarantees (x) any Indebtedness of the Borrower, owed to a Person other than any Subsidiary, in excess of an aggregate principal amount of $500,000,000 for all such Indebtedness of such Subsidiary with
respect to the Borrower (such Indebtedness of such Subsidiary with respect to the Borrower, “Triggering Indebtedness”) or (y) Mylan Notes in excess of an aggregate principal amount of $500,000,000 and (ii) if Finco ceases
to be an Excluded Finco and would otherwise satisfy clause (i) above, then, in each case, the Borrower shall cause each such Subsidiary to Guarantee the Obligations in favor of the Administrative Agent for the benefit of the Administrative
Agent and the Lenders and shall cause each such Subsidiary to deliver to the Administrative Agent (A) a joinder to this Agreement in or substantially in the form attached as Exhibit E (each such joinder, a “Guarantor Joinder
Agreement”) duly executed and delivered by such Subsidiary, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with the Act and the Beneficial Ownership Regulation,
(C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those
delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws (it being understood that any such guarantee of Indebtedness by such Subsidiary shall be subject to the provisions of Section 6.01 of
this Agreement). In the event that (1) the Administrative Agent receives evidence reasonably satisfactory to it that any Guarantor has been or will concurrently be released from, or otherwise not be an issuer or guarantor in respect of,
(i) Triggering Indebtedness of such Guarantor and (ii) Mylan Notes in excess of an aggregate principal amount of $500,000,000, or (2) Finco becomes an Excluded Finco, then, in each case, at the request of the Borrower, such Guarantor
shall be released from the Guarantee Agreement (and, for the avoidance of doubt, such release shall not require the approval of the Lenders) so long as at the time of and after giving effect to such release and all such concurrent releases, all of
such Guarantor’s then outstanding Indebtedness would then be permitted to be incurred at such time under Section 6.01 (treating, for this purpose, all Indebtedness of such Guarantor as being incurred at the time of such release). 

  
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 ARTICLE VI 

Negative Covenants 
 Until
the Commitment has expired or terminated and the principal of and interest on the Term Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Administrative Agent and the Lenders that: 

SECTION 6.01    Indebtedness. The Borrower will not permit any Subsidiary that is not a Loan Party to create,
incur, assume or permit to exist any Indebtedness, except: 
 (a)    Indebtedness created under the Loan Documents; 

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

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

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

(e)    Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar
instruments issued or incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house
transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation
claims; 
 (f)    Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the
Attributable Receivables Indebtedness thereunder shall not exceed at any time outstanding (x) $750,000,000, in the case of all Domestic Subsidiaries and (y) $750,000,000, in the case of all other Subsidiaries; 

  
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 (g)    Indebtedness under Swap Agreements entered into in the ordinary
course of business and not for speculative purposes; 
 (h)    Indebtedness in respect of bid, performance, surety,
stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit,
bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; 

(i)    Indebtedness in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default
under clause (k) of Article VII; 
 (j)    Indebtedness consisting of bona fide purchase price adjustments,
earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.05 or 6.03; 

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

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

(n)    Foreign Jurisdiction Deposits; 

(o)    (i) so long as the Borrower is in compliance with Section 6.07 on a Pro Forma Basis as of the last day of the
most recently completed Test Period (for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), other Indebtedness in an aggregate amount, when aggregated with the amount of Indebtedness of the Loan Parties secured
by Liens pursuant to Section 6.02(r), not to exceed the greater of (x) $2,750,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is
incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) Permitted Refinancing Indebtedness in respect of Indebtedness permitted by clause (i) of this clause (o); 

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

  
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 (q)    Indebtedness supported by a letter of credit under the Revolving
Credit Agreement, in a principal amount not to exceed the face amount of such letter of credit; 
 (r)    Indebtedness
in respect of Investments permitted by Section 6.05(q); 
 (s)    all premiums (if any), interest (including
post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (r) above; and 

(t)    Indebtedness of the Excluded Finco. 

SECTION 6.02    Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or
permit to exist any Lien on any Property now owned or hereafter acquired by it, except: 
 (a)    Permitted
Encumbrances; 
 (b)    any Lien on any Property of the Borrower or any Subsidiary existing on the Closing Date and set
forth in Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other Property of the Borrower or any other Subsidiary other than (A) improvements
and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and (ii) such Lien shall secure only
those obligations which it secures on the Closing Date and any Permitted Refinancing Indebtedness in respect thereof; 

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

  
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Property of the Borrower or any Subsidiary, except for accessions to such fixed or capital assets covered by such Lien, Property financed by such Indebtedness and the proceeds and products
thereof; provided further that individual financings of fixed or capital assets provided by one lender may be cross-collateralized to other financings of fixed or capital assets provided by such lender; 

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

(f)    Liens on Receivables and Permitted Receivables Facility Assets securing Indebtedness arising under Permitted
Receivables Facilities; provided that a Lien shall be permitted to be incurred pursuant to this clause (f) only if at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such
Lien) by Liens outstanding pursuant to this clause (f) would not exceed (x) $750,000,000, in the case of all Domestic Subsidiaries and (y) $750,000,000, in the case of all other Subsidiaries; 

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

(h)    Liens on cash, cash equivalents or other assets securing Indebtedness permitted by Section 6.01(g); 

(i)    leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not
(i) interfere in any material respect with the business of the Borrower or any Subsidiary or (ii) secure any Indebtedness; 

(j)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (k)    Liens (i) of a collection
bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred
in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits; 

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

  
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 (n)    rights of setoff relating to purchase orders and other agreements
entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; 
 (o)    ground
leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the
Borrower or any Subsidiary; 
 (p)    Liens on equipment owned by the Borrower or any Subsidiary and located on the
premises of any supplier and used in the ordinary course of business and not securing Indebtedness; 
 (q)    any
restriction or encumbrance with respect to the pledge or transfer of the Equity Interests of a joint venture; 

(r)    Liens not otherwise permitted by this Section 6.02, provided that a Lien shall be permitted to be
incurred pursuant to this clause (r) only if at the time such Lien is incurred the aggregate principal amount of Indebtedness secured at such time (including such Lien) by Liens outstanding pursuant to this clause (r) (when taken together,
without duplication, with the amount of obligations outstanding pursuant to Section 6.01(o)) would not exceed the greater of (x) $2,750,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent
fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or any Permitted Refinancing Indebtedness in respect of the foregoing); 

(s)    Liens on any Property of the Borrower or any Subsidiary in favor of the Borrower or any other Subsidiary; 

(t)    Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s
obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(u)    Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments
entered into by the Borrower and its Subsidiaries in the ordinary course of business; 
 (v)    Liens, pledges or
deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (w)    Liens securing
insurance premiums financing arrangements; provided that such Liens are limited to the applicable unpaid insurance premiums under the insurance policy related to such insurance premium financing arrangement; 

(x)    Liens on Cash Equivalents deposited as cash collateral on letters of credit as contemplated by the Revolving Credit
Agreement; 

  
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 (y)    Liens on any Property of any Subsidiary that is not a Loan Party
securing Indebtedness of such Subsidiary that is otherwise permitted under Section 6.01; and 
 (z)    Liens on
equity interests of any Person formed for the purposes of engaging in activities in the renewable energy sector (including refined coal) that qualify for federal tax benefits allocable to the Borrower and its Subsidiaries in which the Borrower or
any Subsidiary has made an investment and Liens on the rights of the Borrower and its Subsidiaries under any agreement relating to any such investment. 

SECTION 6.03    Fundamental Changes. The Borrower will not merge into or consolidate with or transfer all or
substantially all of its assets to any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall
have occurred and be continuing, the Borrower may be consolidated with or merged into any Person; provided that any Investment in connection therewith is otherwise permitted by Section 6.05; and provided further that, simultaneously with such
transaction, (x) the Person formed by such consolidation or into which the Borrower is merged shall expressly assume all obligations of the Borrower under the Loan Documents, (y) the Person formed by such consolidation or into which the
Borrower is merged shall be a corporation organized under the laws of a State in the United States, and shall take all actions as may be required to preserve the enforceability of the Loan Documents and (z) the Borrower shall have delivered to
the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement comply with this Agreement. 

SECTION 6.04    Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower or any Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in
additional shares of its Qualified Equity Interests or options to purchase Qualified Equity Interests; (b) Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower or any
Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for present or former officers, directors, consultants or employees of the Borrower and its Subsidiaries in an amount not to exceed
$20,000,000 in any fiscal year (with any unused amount of such base amount available for use in the next succeeding fiscal year); (d) the Borrower or any Subsidiary may make Restricted Payments so long as no Event of Default has occurred and is
continuing; (e) repurchases of Equity Interests in any Loan Party or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
(f) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower; (g) payments made
to exercise, settle or terminate any Permitted Warrant Transaction (A) by delivery of the Borrower’s common stock, (B) by set-off against the related Permitted Bond Hedge Transaction, or
(C) with cash payments in an aggregate amount not to exceed the aggregate amount of any payments received by the Borrower or any of its Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge
Transaction; (h) payments made in connection with any Permitted Bond Hedge Transaction; and (i) the Borrower or any Subsidiary may make Restricted Payments pursuant to the arrangements set forth in Schedule 6.04. 

  
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 SECTION 6.05    Investments. The Borrower will not, and will
not allow any of its Subsidiaries to make or hold any Investments, except: 
 (a)    Investments by the Borrower or a
Subsidiary in cash and Cash Equivalents; 
 (b)    loans or advances to officers, directors, consultants and employees
of the Borrower and the Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of
the Borrower, provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity, and (iii) for purposes not described in the foregoing subclauses (i) and (ii), in an aggregate
principal amount outstanding not to exceed $10,000,000; 
 (c)    Investments by the Borrower or any Subsidiary in the
Borrower or any Subsidiary; 
 (d)    (i) Investments consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from
financially troubled account debtors and other credits to suppliers in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other
disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 

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

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

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

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

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

(j)    any Investment; provided that no Event of Default has occurred and is continuing at the time such Investment
is made; 

  
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 (k)    advances of payroll payments, fees or other compensation to
officers, directors, consultants or employees, in the ordinary course of business; 
 (l)    Investments to the extent
that payment for such Investments is made solely with Qualified Equity Interests of the Borrower; 
 (m)    lease,
utility and other similar deposits in the ordinary course of business; 
 (n)    [reserved;] 

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

(p)    Permitted Bond Hedge Transactions which constitute Investments; 

(q)    Investments in limited liability companies formed for the purposes of engaging in activities in the renewable
energy sector (including refined coal) that qualify for Federal tax benefits allocable to the Borrower and its Subsidiaries, including capital contributions and purchase price payments in respect thereof, so long as the Borrower determines in good
faith that the amount of such tax benefits is expected to exceed the amount of such Investments; provided that, in the event that all Investments made in reliance on this clause (q) exceeds $125,000,000 in any fiscal year of the
Borrower, the Borrower shall promptly provide the Administrative Agent with a certificate signed by a Financial Officer setting forth a reasonably detailed calculation of the amount of such Investments made (or to be made) in such fiscal year and
the expected tax benefits from such Investments; and 
 (r)    Investments resulting from the receipt of promissory
notes and other non-cash consideration in connection with any disposition not prohibited under this Agreement or Restricted Payments permitted by Section 6.04, so long as no Event of Default has occurred
and is continuing at the time of such agreement relating to such disposition or Restricted Payment. 

SECTION 6.06    Transactions with Affiliates. The Borrower will not, and will not permit any of its
Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and
conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third
parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits
and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of
Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f)
employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower
or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in
good faith by the Borrower), (h) the payment of 

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

SECTION 6.07    Financial Covenant. The Borrower will not permit the Consolidated Leverage Ratio as of the
last day of (x) each fiscal quarter ending after the Closing Date through and including the fiscal quarter ending June 30, 2022, to exceed 4.25 to 1.00, (y) each fiscal quarter ending after June 30, 2022 through and including the
fiscal quarter ending December 31, 2022, to exceed 4.00 to 1.00 and (z) any fiscal quarter thereafter, to exceed 3.75 to 1.00; provided that in lieu of the ratio set forth in this clause (z), for any such date occurring after a
Qualified Acquisition, on or prior to the last day of the third full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit the Consolidated Leverage Ratio as of such date to exceed 4.25 to
1.00. 
 SECTION 6.08    Lines of Business. The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business substantially different from the businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related,
ancillary or complementary thereto and reasonable extensions thereof. 
 ARTICLE VII 

Events of Default 
 If any
of the following events (each an “Event of Default”) shall occur and be continuing at any time on and from the Closing Date: 

(a)    the Borrower shall fail to pay any principal of the Term Loan when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

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

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

(f)    (i) any Loan Party or any Material Subsidiary shall fail to make any payment (whether of principal or interest and
regardless of amount) in respect of any Material Indebtedness (other than any Swap Agreement), when and as the same shall become due and payable, or if a grace period shall be applicable to such payment under the agreement or instrument under which
such Indebtedness was created, beyond such applicable grace period; or (ii) the occurrence under any Swap Agreement of an “early termination date” (or equivalent event) of such Swap Agreement resulting from any event of default or
“termination event” under such Swap Agreement as to which any Loan Party or any Material Subsidiary is the “defaulting party” or “affected party” (or equivalent term) and, in either event, the termination value with
respect to any such Swap Agreement owed by any Loan Party or any Material Subsidiary as a result thereof is greater than $250,000,000 and any Loan Party or any Material Subsidiary fails to pay such termination value when due after applicable grace
periods; 
 (g)    the Borrower or any Subsidiary shall default in the performance of any obligation in respect of any
Material Indebtedness or any “change of control” (or equivalent term) shall occur with respect to any Material Indebtedness, in each case, that results in such Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or both, but after giving effect to any applicable grace period) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause
such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (other than solely in Qualified Equity Interests); provided that this clause (g) shall
not apply to (i) secured Indebtedness 

  
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that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets; or
(ii) any “change of control” put arising as a result of any acquisition of any Acquired Entity or Business or any of its subsidiaries so long as any such Indebtedness that is put in accordance with the terms of such Indebtedness is
paid as required by the terms of such Indebtedness; 
 (h)    an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization, moratorium, bankruptcy, dissolution or other relief in respect of any Loan Party or any Material Subsidiary or its debts, or of a substantial part of its assets, under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator (bewindvoerder), trustee in
bankruptcy (curator) or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for sixty (60) days
or an order or decree approving or ordering any of the foregoing shall be entered; 
 (i)    any Loan Party or any
Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, moratorium, bankruptcy, dissolution or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator, administrator (bewindvoerder), trustee in bankruptcy (curator) or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action for the purpose of effecting any of the foregoing; 

(j)    any Loan Party or any Material Subsidiary shall become generally unable, admit in writing its inability generally
or fail generally to pay its debts as they become due; 
 (k)    one or more final,
non-appealable judgments for the payment of money in an aggregate amount in excess of $250,000,000 (to the extent due and payable and not covered by insurance as to which the relevant insurance company has not
denied coverage) shall be rendered against any Loan Party, any Material Subsidiary or any combination thereof and the same shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not be
paid, bonded or effectively stayed; 
 (l)    an ERISA Event shall have occurred that, when taken together with all
other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; 
 (m)    a
Change in Control shall occur; or 
 (n)    at any time any material provision of any Guarantee Agreement, at any time
after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 6.03) or as a result of acts or omissions by the Administrative Agent
or any Lender or the satisfaction in full of all the 

  
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Obligations or pursuant to the provisions of Section 5.09, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any
Guarantee Agreement; or any Loan Party denies in writing that it has any further liability or obligations under any Guarantee Agreement (other than as a result of repayment in full of the Obligations and termination of the Commitments or pursuant to
the proviso set forth in Section 5.09), or purports in writing to revoke or rescind any Guarantee Agreement, in each case with respect to a material provision of any such Guarantee Agreement, 

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

ARTICLE VIII 
 The
Administrative Agent 
 (a)    Each of the Lenders hereby irrevocably appoints Mizuho Bank to act on its behalf as
the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the
other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article VIII and Article XI are solely for the benefit of the Administrative Agent and the Lenders, and the Loan Parties shall
not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an
administrative relationship between contracting parties. 
 (b)    The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act
as the financial advisor or in any other advisory capacity for and generally engage in any banking, trust, financial, advisory, 

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

(d)    The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, 

  
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document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of the Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless
the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

(e)    The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such subagent may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein (including any such syndication that occurs after the Closing Date) as
well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

 (f)     

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

(ii)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the
definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent, and the Borrower in consultation with the Lenders shall, unless
an Event of 

  
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Default shall have occurred and be continuing, in which case the Required Lenders in consultation with the Borrower shall, appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States; provided that, without the consent of the Borrower (not to be unreasonably withheld), the Required Lenders shall not be permitted to select a successor that is not
a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation
Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been so appointed and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders)
(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(iii)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the
retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed
Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, of the appointment of a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or removed) Administrative Agent (other than as provided in Section 2.16(e) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or
the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Loan Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article VIII, Article XI and Section 9.03 shall continue in effect for the benefit of such retiring or removed
Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and
(ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any
successor Administrative Agent. 
 (g)    Each Lender expressly acknowledges that none of the Administrative Agent nor
any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any
Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material
information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or
any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made 

  
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its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their
Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make
such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. As of the date it becomes a Lender party hereto, each Lender
represents and warrants that (i) it is the intention of such Lender that the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course
and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or
holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold
commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such
other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. 

(h)    [Reserved]. 

(i)    The Lenders irrevocably agree that any Guarantor shall be automatically released from its obligations under the
applicable Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by a Responsible Officer of the
Borrower without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required by Section 9.02) will confirm in writing the Administrative Agent’s
authority to release any Guarantor from its obligations under the applicable Guarantee pursuant to this paragraph (i). The Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the applicable Guarantee. 

(j)    Anything herein to the contrary notwithstanding, none of the Arrangers listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder. 

(k)    The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to
provide impartial investment advice, or to give advice 

  
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in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an
Affiliate thereof (x) may receive interest or other payments with respect to the Term Loan, the Commitment and this Agreement, (y) may recognize a gain if it extended the Term Loan or the Commitment for an amount less than the amount being
paid for an interest in the Term Loan or the Commitment by such Lender or (z) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

(l)    Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time
the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender
receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender in immediately available funds in the currency so received, with interest thereon, for each day
from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in
respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender comprised, in whole or in
part, a Rescindable Amount. 
 ARTICLE IX 

Miscellaneous 

SECTION 9.01    Notices. 

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein (including the Borrowing Request and any notice given under Section 2.10(b)) shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows: 
 (i)    if to any Loan Party or the Administrative Agent, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 9.01; and 

  
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 (ii)    if to any other Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative Questionnaire. 
 Notices and other communications sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b). 
 (b)    Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by
it, provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and
identifying the website address therefor. 
 (c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND
“AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE INFORMATION.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any
Loan Party, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of such Loan Party’s or the Administrative Agent’s transmission of Borrower
Materials or notices through the platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, 

  
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claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from
the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages). 
 (d)    Change of Address, Etc.
Each of the Borrower (with respect to the notice address for the Loan Parties), and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time
to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate
wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the
content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any
Loan Party or any of their securities for purposes of United States Federal or state securities laws. 

(e)    Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to
rely and act upon any notices (including telephonic or electronic notices and Borrowing Request) purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Loan Party shall indemnify the Administrative Agent, each Lender and
the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of such Loan Party unless due to such Person’s gross negligence or
willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

SECTION 9.02    Waivers; Amendments. 

(a)    No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision 

  
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of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of the Term Loan shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. 

(b)    Except as otherwise set forth in this Agreement or any other Loan Document (with respect to such Loan Document),
neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the
Borrower and the Administrative Agent with the consent of the Required Lenders; provided, that no such agreement shall (i) increase the Commitment of any Lender without the written consent of each Lender directly affected thereby, it
being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default shall not constitute an increase of any Commitment of any Lender, (ii) reduce the principal amount of the Term Loan or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of “Consolidated Leverage Ratio” or in the
component definitions thereof shall not constitute a reduction in the rate; provided that only the consent of the Required Lenders shall be necessary to amend Section 2.12(c) or to waive any obligation of the Borrower to pay interest at
the rate set forth therein, (iii) postpone the scheduled date of payment of the principal amount of the Term Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section, the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, (vi) release all or substantially all of (A) the Guarantors from their
obligations under any Guarantee Agreement (other than pursuant to the proviso set forth in Section 5.09) or (B) the value of the Guarantees of the Obligations, without the consent of each Lender or (vii) subordinate the Obligations
hereunder to any other Indebtedness or other obligation, without the consent of each Lender; provided further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent, and (2) the Administrative Agent and the Borrower may, with the consent of the other but without the consent of any other Person, amend, modify or supplement this Agreement and any
other Loan Document to cure any ambiguity, typographical or technical error, defect or inconsistency. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or
consent hereunder which does not require the consent of each affected Lender (it being understood that Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of less than all
affected Lenders). 

  
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 SECTION 9.03    Expenses; Indemnity; Damage Waiver. 

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

(b)    The Borrower shall indemnify the Administrative Agent, the Arrangers and each Lender, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel
in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of a conflict of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement or any agreement or instrument contemplated hereby (including, without limitation, any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the
performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Term Loan or the use of the proceeds therefrom, (iii) to the extent
relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any
way to any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto and whether brought by the Borrower, its equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of
such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons (such persons, the “Related Indemnitee Parties”), (B) the material breach of this Agreement or any other Loan Document by such
Indemnitee or any of its Related Indemnitee Parties or (C) any dispute solely among Indemnitees (other than any dispute involving claims against the Administrative Agent and any Arranger, in each case in its capacity as such) and not arising
out of any act or omission of the Borrower or any of its Affiliates. In addition, such indemnity shall not, as to any Indemnitee, be available with respect to any settlements effected without the Borrower’s prior written consent. 

  
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 (c)    To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such. 
 (d)    To the extent permitted by applicable Laws, no party hereto
shall assert, and each party hereto hereby waives, any claim against any other party hereto and any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, the Term Loan or the use of the proceeds thereof; provided, that this clause
(d) shall in no way limit the Borrower’s indemnification obligations set forth in this Section 9.03. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby, except to the extent that such damages are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee. 
 (e)    All amounts due under this Section shall be payable not later than fifteen (15) days after
written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not
entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03. 

SECTION 9.04    Successors and Assigns. 

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this
Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b)    Assignments by Lenders. Any Lender (the “Existing
Lender”) may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of (x) the unfunded Term Commitment held by it at any time prior to the Closing
Date or (y) the Term Loan at the time owing to it) (each such assignee being a “New Lender”); provided that any such assignment shall be subject to the following conditions: 

(i)    Minimum Amounts. 

(A)    in the case of an assignment of the assigning Lender’s entire unfunded Term Commitment or in
the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and 
 (B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of
(x) the unfunded Term Commitment of the assigning Lender subject to each such assignment and (y) the principal outstanding balance of the Term Loan of the assigning Lender subject to each such assignment, in each case determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than ¥500,000,000 or
an integral multiple of ¥100,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed), provided that (x) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation (EU 575/2013)) has been published by the competent authority, the
value of the rights assigned or transferred is at least €100,000 (or its equivalent in another currency) or (y) as soon as the interpretation of the term “public” has been published by the competent authority, the Lender is not
considered to be part of the public on the basis of such interpretation. 
 (ii)    Proportionate Amounts. Each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the portion of the unfunded Term Commitment or the Term Loan, as applicable,
being assigned. 
 (iii)    Required Consents. No consent shall be required for any assignment except to the
extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A)    (x) in the case of an
assignment of any unfunded Term Commitment, the consent of the Borrower in its sole discretion shall be required and (y) in the case of an assignment of any Term Loan, the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless 

  
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an Event of Default pursuant to clause (a), (b), (h), (i) or (j) of Article VII has occurred and is continuing at the time of such assignment of any Term Loan or the assignment of any Term
Loan is made to a Lender, to a Lender’s Affiliate or to an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment of any Term Loan unless it shall object thereto by written notice to the
Administrative Agent within ten (10) Business Days after having received notice thereof; and 

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)
shall be required for assignments in respect of any unfunded Term Commitments or any Term Loan, as applicable, unless the assignment is to a Lender or its Affiliate. 

(iv)    Assignment and Assumption. The parties to each assignment of any Term Commitment or any Term Loan, as
applicable, shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of ¥400,000; (x) provided, however, that a processing and recordation fee
shall not be payable in the case of any assignment that becomes effective in accordance with the provisions hereof during the primary syndication of the Term Loan as determined by the Administrative Agent and (y) provided,
further, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire and any tax forms required by Section 2.16(e). 
 (v)    No Assignment to
Loan Parties. No such assignment shall be made to any Loan Party or any Loan Party’s Affiliates or Subsidiaries. 

(vi)    No Assignment to Natural Persons. No such assignment shall be made to a natural person. 

(vii)    Certain Additional Payments. In connection with any assignment of rights and obligations of any
Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, to each of which the applicable assignee and
assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund
as appropriate) its full pro rata share of the Term Loan in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

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

  
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Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03
with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section. 
 (c)    Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office in the United States a copy of each Assignment and Assumption delivered
to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) and interest thereon of the Term Loan owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time
upon reasonable prior notice. 
 (d)    Participations. Any Lender (the “Existing Lender”) may
at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant” or a “New Lender”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Term Loan owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be
responsible for the indemnity under Section 9.03(c) without regard to the existence of any participation. 
 Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant.
Subject to subsection (e) of this Section, the Borrower agrees that 

  
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each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.16(e)) to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Sections 2.17 and 2.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each participant’s interest in the
Term Loan or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such loan or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(e)    Limitations upon New Lender Rights. 

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

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

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

  
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 (f)    Certain Pledges. Any Lender (the “Existing
Lender”) may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or other central bank (each such pledgee or assignee being a “New Lender”); provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 (g)    Notwithstanding anything to the
contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an
“SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to fund any Loan; and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby
agrees that (A) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under
Section 2.14); (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable (which indemnity or similar payment obligation shall be retained by the Granting Lender); and
(C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (x) with notice to, but without
prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (y) disclose on a
confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC. 
 SECTION 9.05    Survival. All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default
at the time of the Borrowing of the Term Loan on the Closing Date or the Business Day immediately thereafter (as specified by the Borrower in the Borrowing Request), and shall continue in full force and effect as long as the Term Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied. The provisions of Sections 2.14, 2.15, 

  
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2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loan, the
expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. 

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

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

SECTION 9.08    Right of Setoff. 

(a)    If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all the Obligations of the Borrower or such other Loan Party now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have. 
 (b)    To the extent that
any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any
part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) 

  
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each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the
Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

SECTION 9.09    Governing Law; Jurisdiction; Consent to Service of Process. 

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

(b)    The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action,
litigation or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of the foregoing in any way related to this Agreement in
any forum other than the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The foregoing shall not affect any right that the Administrative Agent or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. 

(c)    Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of
this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d)    Each Guarantor hereby appoints the Borrower as its agent for service of process with respect to any matters
relating to this Agreement or any other Loan Document. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect
the right of any party to this Agreement to serve process in any other manner permitted by law. 

  
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 SECTION 9.10    WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 SECTION 9.11    Headings. Article and
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12    Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested or required by
any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process (provided, that (other than in the case of any disclosure to a regulator or examiner during a routine examination) to the extent practicable and permitted by law, the Borrower has been notified prior to such disclosure so
that the Borrower may seek, at the Borrower’s sole expense, a protective order or other appropriate remedy), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or
any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder or (iii) any insurers and/or risk protection providers relating to the transactions
contemplated under this Agreement, (g) with the consent of any Loan Party, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party, (i) to any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender (provided that, prior to any such disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any


  
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confidential Information relating to the Loan Parties), (j) in customary disclosure about the terms of the financing contemplated hereby in the ordinary course of business to market data
collectors and similar service providers to the loan industry for league table purposes or (k) on a confidential basis to (i) the provider of any Platform or other electronic delivery service used by the Administrative Agent to deliver
Borrower Materials or notices to the Lenders or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit
facilities provided hereunder or (iii) other service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Borrowing hereunder. For purposes of this
Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 

SECTION 9.13    USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and each other Loan Party, which information includes the name and address of the Borrower and each other Loan
Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance with the Act. The Borrower and each other Loan Party shall, promptly following a
request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. 

SECTION 9.14    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Law (collectively the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be 

  
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cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Overnight Rate to the date of repayment, shall have been received by such Lender. 

SECTION 9.15    No Fiduciary Duty. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A)
the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan
Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower and each other Loan Parties has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Borrower, any other
Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the
Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor
any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Loan Parties hereby
waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby. 
 SECTION 9.16    Electronic Execution of this Agreement and Other Documents. 

(a)    The words “execute,” “execution,” “signed,” “signature,” and words of like
import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including this Agreement, any other Loan Document, Assignment and Assumptions, amendments or other modifications, Borrowing
Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

  
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 (b)    This Agreement, any Loan Document and any other Communication,
including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication
shall be valid and binding on the applicable party to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such party enforceable
against such party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper
and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper
Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Loan Parties, the Administrative
Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such
Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect,
validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by
the Administrative Agent pursuant to procedures approved by it; provided, that, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Loan Parties, the
Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any party hereto without further verification and regardless of the appearance or form of such Electronic
Signature, and (ii) upon the request of the Administrative Agent or any Lender, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. 

(c)    The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the
sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any
Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting
upon, any Communication or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for
being the maker thereof). 
 (d)    Each of the Loan Parties, the Administrative Agent and each Lender hereby waive
(i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement and/or such other Loan Document, and
(ii) any claim against the Administrative Agent, each Lender and each of its respective Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures,
including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 

  
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 (e)    Each of the parties hereto represents and warrants to the other
parties hereto that it has the corporate capacity and authority to execute this Agreement and any other Communication through electronic means and there are no restrictions on doing so in that party’s constitutive documents. 

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

SECTION 9.18    Enforcement. Notwithstanding anything to the contrary contained herein or in any other Loan
Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article VII for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with
Section 9.08 (subject to the terms of Section 2.17(c)), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor
Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the
Administrative Agent pursuant to Article VII and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.17(c), any Lender may, with the consent of the Required Lenders,
enforce any rights and remedies available to it and as authorized by the Required Lenders. 

SECTION 9.19    Netherlands Loan Party Representation. If any Loan Party incorporated under the laws of the
Netherlands, including the Borrower, is represented by an attorney in connection with the signing and/or execution of this Agreement (including by way of accession to this Agreement) or any other agreement, deed or document referred to in or made
pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other parties to this Agreement that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise
of his or her authority shall be governed by the laws of the Netherlands. 
 SECTION 9.20    Acknowledgement and
Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other 

  
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agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 

(b)    the effects of any Bail-in Action on any such liability, including, if
applicable: 
 (i)    a reduction in full or in part or cancellation of any such liability; 

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

SECTION 9.21    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for any Swap Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported
QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

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

  
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exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC
and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall
in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

(b)    As used in this Section 9.21, the following terms have the following meanings: 

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the term “qualified financial
contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 ARTICLE X 

Guarantee 

SECTION 10.01    Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionally and
irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by
such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder.
The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full
in cash, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or
collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at
any time or from time to time 

  
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in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such
Guarantor hereunder until the Obligations are paid in full in cash. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be
assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of
the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the
avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition. 

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

SECTION 10.03    No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Lender Party, no Guarantor shall seek to enforce any right of subrogation in respect of any of the rights of the
Administrative Agent or any other Lender Party against any Loan Party or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Lender Party for the payment of the Obligations, nor shall any Guarantor
seek any contribution or reimbursement from any other Loan Party in respect of payments made by such Guarantor under this Article X, until all amounts owing to the Administrative Agent and the other Lender Parties by the Loan Parties on account of
the Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for
the Administrative Agent and the other Lender Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing
agreement by the Guarantor shall operate as a waiver of any subrogation rights. 
 SECTION 10.04    Amendments,
etc., with Respect to the Obligations. To the fullest extent permitted by applicable law, each Guarantor shall remain obligated hereunder 

  
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notwithstanding that, without any reservation of rights against any Loan Party and without notice to or further assent by any Loan Party, any demand for payment of any of the Obligations made by
the Administrative Agent or any other Lender Party may be rescinded by the Administrative Agent or such Lender Party and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any other Lender Party, and this Agreement and the other Loan Documents, any other documents executed and delivered in connection therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative
Agent (or the Required Lenders or all Lenders, as the case may be) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Lender Party for
the payment of the Obligations may be sold, exchanged, waived, surrendered or released. 

SECTION 10.05    Guarantee Absolute and Unconditional. To the fullest extent permitted by applicable law, each
Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any other Lender Party upon the guarantee contained in this Article X or
acceptance of the guarantee contained in this Article X; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained
in this Article X; and all dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Article X. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the
Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Article X, to the fullest extent permitted by applicable Laws, shall be construed as a continuing, absolute and unconditional
guarantee of payment (and not of collection) without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset
with respect thereto at any time or from time to time held by the Administrative Agent or any other Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any other Lender Party or (c) any other circumstance whatsoever (with or without notice to or
knowledge of such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Guarantor under the guarantee contained in this Article X, in bankruptcy or in any other instance. When making any demand
hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other Lender Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Lender Party
to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any
release of any other Guarantor or any other Person or 

  
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any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings 

SECTION 10.06    Reinstatement. Subject to Section 5.09 and Section 10.12, this Guarantee Agreement
is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guarantee Agreement are indefeasibly paid in full in cash.
Notwithstanding the foregoing, this Guarantee Agreement shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any of the Lender Parties exercises its
right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by any of the Lender Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such
setoff had not occurred and whether or not the Lender Parties are in possession of or have released this Guarantee Agreement and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this
paragraph shall survive termination of this Guarantee Agreement. 
 SECTION 10.07    Obligations
Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each
Guarantor to enforce this Guarantee whether or not the Borrower or any other Person or entity is joined as a party. 

SECTION 10.08    Payments. All payments by each Guarantor under this Guarantee Agreement shall be made in the
manner, at the place and in the currency for payment required by this Agreement and the other Loan Documents. The obligations of each Guarantor hereunder shall not be affected by any acts of any legislative body or Governmental Authority affecting
such Guarantor or the Borrower, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of such Guarantor’s or the Borrower’s property, or by
economic, political, regulatory or other events in the countries where such Guarantor or the Borrower is located. 

SECTION 10.09    Subordination. Each Guarantor hereby subordinates the payment of all obligations and
indebtedness of the Borrower owing to each Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to such Guarantor as subrogee of the Lender Parties or resulting from such Guarantor’s
performance under this Guarantee Agreement, to the indefeasible payment in full in cash of all Obligations; provided, however, that the foregoing subordination shall not be given effect until such time as the Lender Parties shall have made a request
to the Borrower pursuant to the second sentence of this Section 10.09. At any time any Event of Default shall have occurred and be continuing, if the Lender Parties so request, any such obligation or indebtedness of any Loan Party to any
Guarantor shall be enforced and performance received by such Guarantor as trustee for the Lender Parties and the proceeds thereof shall be paid over to the Lender Parties on account of the Obligations, but without reducing or affecting in any manner
the liability of such under this Guarantee Agreement. 

  
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 SECTION 10.10    Stay of Acceleration. If acceleration of
the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Loan Party under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by such Guarantor immediately upon
demand by the Lender Parties. 
 SECTION 10.11    Condition of Borrower. Each Guarantor acknowledges and
agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor
as each such Guarantor requires, and that none of the Lender Parties has any duty, and each Guarantor is not relying on the Lender Parties at any time, to disclose to each such Guarantor any information relating to the business, operations or
financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Lender Parties to disclose such information and any defense relating to the failure to provide the same). 

SECTION 10.12    Releases. At such time as the Term Loan and the other Obligations (other than contingent
indemnification and contingent expense reimbursement obligations) shall have been paid in full, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor
hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. The Guarantee of any Guarantor that is a Subsidiary of the Borrower hereunder shall be released to the extent (and in the manner) expressly set
forth in Section 5.09 or in the event such Guarantor ceases to be a Subsidiary in a transaction not prohibited by the terms of this Agreement. 

ARTICLE XI 
 Certain ERISA
Matters 
 SECTION 11.01    Certain ERISA Matters. 

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 
 (i)    such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Term Loan, the Commitment or this Agreement; 
 (ii)    the transaction exemption set forth in one or more PTEs, such
as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions 

  
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involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or
PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Term Loan, the Commitment and this Agreement, 

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

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in
its sole discretion, and such Lender. 
 (b)    In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that none of the Administrative Agent or any Arranger is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Term Loan, the
Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 

[Signature Pages Follow] 

  
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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. 
  

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

		 	Name: John Miraglia
		 	Title:   Treasurer



  
 [Signature Page to
Term Loan Credit Agreement] 













 
			
	MIZUHO BANK, LTD., as Administrative Agent
		
	By:	 	 /s/ Edward Sacks

		 	Name: Edward Sacks
		 	Title:   Executive Director



  
 [Signature Page to
Term Loan Credit Agreement] 













 
			
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /s/ Edward Sacks

		 	Name: Edward Sacks
		 	Title:   Executive Director



  
 [Signature Page to
Term Loan Credit Agreement] 













 
			
	MUFG BANK, LTD., as a Lender
		
	By:	 	 /s/ Jack Lonker

		 	Name: Jack Lonker
		 	Title:   Director



  
 [Signature Page to
Term Loan Credit Agreement]